Category: Taxation

March 26, 2025

MIL-OSI: Gevo Announces Rescheduled Fourth Quarter 2024 Earnings Release and Conference Call

Source: GlobeNewswire (MIL-OSI)

ENGLEWOOD, Colo., March 25, 2025 (GLOBE NEWSWIRE) — Gevo, Inc. (NASDAQ: GEVO) announced today that it will host its rescheduled conference call on March 27, 2025, at 4:30 p.m. ET (2:30 p.m. MT) to report its financial results for the fourth quarter ended December 31, 2024.

To participate in the live call, please register through the following event weblink:
https://register.vevent.com/register/BIfe02700a31384d12946e60bf35964cb8

After registering, participants will be provided with a dial-in number and pin.

To listen to the conference call (audio only), please register through the following event weblink: https://edge.media-server.com/mmc/p/h9wkbjf5

A webcast replay will be available two hours after the conference call ends on March 27, 2025. The archived webcast will be available in the Investor Relations section of Gevo’s website at www.gevo.com.

About Gevo

Gevo is a next-generation diversified energy company committed to fueling America’s future with cost-effective, drop-in fuels that contribute to energy security, abate carbon, and strengthen rural communities to drive economic growth. Gevo’s innovative technology can be used to make a variety of renewable products, including synthetic aviation fuel (“SAF”), motor fuels, chemicals, and other materials that provide U.S.-made solutions. By investing in the backbone of rural America, Gevo’s business model includes developing, financing, and operating production facilities that create jobs and revitalize communities. Gevo owns and operates one of the largest dairy-based renewable natural gas (“RNG”) facilities in the United States, turning by-products into clean, reliable energy. We also operate an ethanol plant with an adjacent carbon capture and sequestration (“CCS”) facility, further solidifying America’s leadership in energy innovation. Additionally, Gevo owns the world’s first production facility for specialty alcohol-to-jet (“ATJ”) fuels and chemicals. Gevo’s market-driven “pay for performance” approach regarding carbon and other sustainability attributes, helps ensure value is delivered to our local economy. Through its Verity subsidiary, Gevo provides transparency, accountability, and efficiency in tracking, measuring and verifying various attributes throughout the supply chain. By strengthening rural economies, Gevo is working to secure a self-sufficient future and to make sure value is brought to the market.

For more information, see www.gevo.com.

PUBLIC AFFAIRS CONTACT
Heather Manuel
VP of Stakeholder Engagement & Partnerships
PR@gevo.com

INVESTOR CONTACT
Eric Frey, PhD
VP of Corporate Development
IR@gevo.com

The MIL Network –

March 26, 2025

MIL-OSI Europe: REPORT on general guidelines for the preparation of the 2026 budget, Section III – Commission – A10-0042/2025

Source: European Parliament 2

MOTION FOR A EUROPEAN PARLIAMENT RESOLUTION

on general guidelines for the preparation of the 2026 budget, Section III – Commission

(2024/2110(BUI))

The European Parliament,

– having regard to Article 314 of the Treaty on the Functioning of the European Union (TFEU),

– having regard to Article 106a of the Treaty establishing the European Atomic Energy Community,

– having regard to Council Regulation (EU, Euratom) 2020/2093 of 17 December 2020 laying down the multiannual financial framework for the years 2021-2027 [1] and to the joint declaration agreed between Parliament, the Council and the Commission in this context [2] and the related unilateral declarations [3],

– having regard to Council Regulation (EU, Euratom) 2022/2496 of 15 December 2022 amending Regulation (EU, Euratom) 2020/2093 laying down the multiannual financial framework for the years 2021 to 2027 [4],

– having regard to the Council Regulation (EU, Euratom) 2024/765 amending Regulation (EU, Euratom) 2020/2093 laying down the multiannual financial framework for the years 2021 to 2027 [5] (MFF Revision),

– having regard to its position of 16 December 2020 on the draft Council regulation laying down the multiannual financial framework for the years 2021 to 2027 [6],

– having regard to its resolution of 15 December 2022 on upscaling the 2021-2027 multiannual financial framework: a resilient EU budget fit for new challenges [7],

– having regard to its resolution of 3 October 2023 on the proposal for a mid-term revision of the multiannual financial framework 2021-2027 [8],

– having regard to its resolution of 27 February 2024 on the draft Council regulation amending Regulation (EU, Euratom) 2020/2093 laying down the multiannual financial framework for the years 2021 to 2027 [9],

– having regard to Council Decision (EU, Euratom) 2020/2053 of 14 December 2020 on the system of own resources of the European Union and repealing Decision 2014/335/EU, Euratom [10],

– having regard to the Commission proposal of 22 December 2021 for a Council decision amending Decision (EU, Euratom) 2020/2053 on the system of own resources of the European Union (COM(2021)0570) and its position of 23 November 2022 on the proposal [11],

– having regard to Regulation (EU, Euratom) 2024/2509 of the European Parliament and of the Council of 23 September 2024 on the financial rules applicable to the general budget of the Union (recast)[12] (the Financial Regulation),

– having regard to Regulation (EU) 2021/1119 of the European Parliament and of the Council of 30 June 2021 establishing the framework for achieving climate neutrality and amending Regulations (EC) No 401/2009 and (EU) 2018/1999 (‘European Climate Law’)[13],

– having regard to the EU’s obligations under the Paris Agreement and its commitments under the Kunming-Montreal Global Biodiversity Framework,

– having regard to the EU gender equality strategy 2020-2025,

– having regard to its resolution of 10 May 2023 on the impact on the 2024 EU budget of increasing European Union Recovery Instrument borrowing costs [14],

– having regard to Regulation (EU, Euratom) 2020/2092 of the European Parliament and of the Council of 16 December 2020 on a general regime of conditionality for the protection of the Union budget [15],

– having regard to the Interinstitutional Agreement of 16 December 2020 between the European Parliament, the Council of the European Union and the European Commission on budgetary discipline, on cooperation in budgetary matters and on sound financial management, as well as on new own resources, including a roadmap towards the introduction of new own resources [16],

– having regard to the Interinstitutional Proclamation on the European Pillar of Social Rights [17] of 13 December 2017,

– having regard to the general budget of the European Union for the financial year 2025 [18] and the joint statements agreed between Parliament, the Council and the Commission annexed hereto,

– having regard to Enrico Letta’s report entitled ‘Much more than a market’, presented in the European Parliament on 21 October 2024,

– having regard to Mario Draghi’s report entitled ‘The future of European competitiveness’, presented in the European Parliament on 17 September 2024,

– having regard to Sauli Niinistö’s report entitled ‘Safer together – Strengthening Europe’s civilian and military preparedness and readiness’, presented in the European Parliament on 14 November 2024,

– having regard to the presentation of the EU Competitiveness Compass by Commission President Ursula von der Leyen on 29 January 2025,

– having regard to the joint white paper of 19 March 2025 for European Defence Readiness providing a framework for the ReArm Europe plan (JOIN(2025)0120),

– having regard to the Commission communication of 26 February 2025 entitled ‘The Clean Industrial Deal: A joint roadmap for competitiveness and decarbonisation’ (COM(2025)0085),

– having regard to the proposal of the European Parliament and of the Council of 26 February 2025 amending Regulations (EU) 2015/1017, (EU) 2021/523, (EU) 2021/695 and (EU) 2021/1153 as regards increasing the efficiency of the EU guarantee under Regulation (EU) 2021/523 and simplifying reporting requirements (COM(2025)0084),

– having regard to the Council conclusions of 18 February 2025 on the budget guidelines for 2026,

– having regard to Rule 95 of its Rules of Procedure,

– having regard to the opinions of the Committee on Foreign Affairs, the Committee on Transport and Tourism, the Committee on Regional Development and the Committee on Agriculture and Rural Development,

– having regard to the letters from the Committee on Budgetary Control, the Committee on the Environment, Climate and Food Safety, the Committee on Industry, Research and Energy, the Committee on Culture and Education and the Committee on Constitutional Affairs,

– having regard to the report of the Committee on Budgets (A10-0042/2025),

Budget 2026: building a resilient, sustainable and prosperous future for Europe

1. Highlights the anticipated economic growth projected for 2025 and 2026 within the EU [19], accompanied by an easing of inflation; notes nonetheless the uncertainties stemming from Russia’s war of aggression against Ukraine, which directly threatens the security of the EU, and the worsening effects of climate change and the biodiversity crisis, also manifested in the increasing frequency and intensity of natural disasters, which are compounded by new significant geopolitical changes and a deteriorating international rules-based order, heightened security threats and a rise in global protectionism; emphasises that, in such an increasingly volatile landscape, it is imperative for the EU to enhance its defence and security capabilities, social, economic and territorial cohesion and political and strategic autonomy, decrease its dependence, increase its competitiveness and ensure a prosperous future for the continent and its people, who are currently facing an increasingly high cost of living;

2. Is determined to ensure that the 2026 budget, by focusing on strategic preparedness and security, economic competitiveness and resilience, sustainability, climate, as well as strengthening the single market, provides the people in the EU with a robust ecosystem and delivers on their priorities, thus reinforcing a socially just and prosperous Europe; underlines the need for additional investment in security and defence, research, innovation, small and medium-sized enterprises (SMEs), health, energy, migration, as well as land and maritime border protection, inclusive digital and green transitions, job creation, and the provision of opportunities for young people; insists that this be accompanied by administrative simplification, as indicated in the Competitiveness Compass; insists that the EU budget is the largest investment instrument with leverage effect, complementing national budgets and therefore enabling the EU to navigate the complexities of a rapidly changing world while ensuring prosperity, social cohesion and stability for its people; is strongly of the opinion that the EU should use this leverage effect to the maximum degree to boost the Union’s objectives and policymaking, as well as private investment;

Investing in a solid, sustainable and resilient economy

3. Is adamant that sound economic resilience and sustainability can be achieved in the EU by boosting public and private investment, increasing innovation and supporting competitiveness, including by addressing the skills gap and fostering more industrial production in Europe as a source for robust economic growth and quality jobs, and thereby guaranteeing the Union’s strategic autonomy, ensuring that the EU remains agile and self-reliant in the face of global challenges, disruptions and volatility; highlights the need to promote innovation, prioritise education, reduce costs and the administrative burden, and strengthen the single market, particularly as regards services;

4. Reaffirms, in this regard, that research and innovation remain crucial for the EU’s success in cutting-edge industries and new clean and sustainable technologies; recalls the long-standing goal of increasing research and innovation investment to 3 % of gross domestic product (GDP); calls, therefore, for increased funding to be provided under Horizon Europe to fund at least 50 % of all excellent proposals in all scientific disciplines, enable researchers as well as companies, especially SMEs, to bring new developments to the market, and to scale up, ensure solid economic growth and boost the Union’s competitiveness in the global economy, thereby preventing actors from leaving for competing regions while also ensuring that Europe has the knowledge base it needs to pursue the Green Deal commitments;

5. Highlights the importance of targeted support in encouraging public-private partnerships and accessible and increased financing to support SMEs as the backbone of the European economy and a vector for pioneering innovation, emphasising the role of the European Innovation Council, InvestEU and the SME component of the single market programme in empowering start-ups and scale-ups of innovative companies, supporting them in their growth and contributing to a greater role for the EU economy on the global stage; expresses its concern that, according to the interim evaluation of InvestEU, envelopes for many financial products may run out by the end of 2025 without budgetary reinforcements; takes note of the Commission proposal in this regard; underlines, furthermore, the importance of the single market programme to leverage the full potential of the EU’s cross-border dimension;

6. Stresses that the modernisation of the economy will require blending public and private investment; emphasises, in this regard, the necessity of private investments to maximise the leverage effect of public spending; recalls that these efforts should lead to simplification and reduce the financial burden for the EU’s SMEs while maintaining EU standards;

7. Underscores the urgency of further accelerating the digital and green transitions as catalysts for a future-oriented and resource-efficient economy that remains attractive for innovative businesses and that is based on market-driven investments providing quality jobs and leaving no one behind; advocates substantial investment in forward-looking digital infrastructure, underpinned by well-regulated, human-centred and trustworthy artificial intelligence and cybersecurity; stresses the need to improve citizens’ basic digital skills to match the needs of companies and to equip citizens to counter disinformation; stresses, further, the need to increase the resilience of the Union’s democracy in fighting malign foreign interference;

8. Recognises the strategic value of the Trans-European Transport Network (TEN-T) and the Connecting Europe Facility (CEF) for contributing to the economic, social and climate goals of the EU’s cross-border transport infrastructure; calls for network extensions, particularly towards candidate countries and the EU’s strategic partners, as regards the EU’s sustainable and smart mobility strategy and the complementarities between the TEN-T and the Trans-European Networks for Energy (TEN-E);

A better-prepared Union, capable of effectively responding to crises

9. Underlines the need to enhance EU security and defence capabilities to create a genuine defence union and to better prepare for and respond to unprecedented geopolitical challenges and new hybrid security threats; stresses the essential role of common investment, research, production and procurement mechanisms, including in new disruptive technologies supporting an independent EU defence industry; considers that there is an EU added value in security and defence cooperation that not only makes Europe and its people safer but also leads to greater efficiency, potential savings, quality job creation and enhanced strategic autonomy; calls therefore for immediate upscaling and much better coordination of defence spending by Member States; stresses in particular the need to provide adequate resources to innovate and enhance Member States’ military capabilities, as well as their interoperability; takes note, in line with the Commission’s ‘ReArm Europe’ plan, of its call for the European Investment Bank (EIB) and other international financial institutions and private banks in Europe to invest more actively in the European defence industry while safeguarding their operations and financing capacity; recalls the importance of investing in and developing dual-use equipment and, particularly, of strengthening EU military mobility as regards funding dual-use transport infrastructure along priority axes; calls on the Commission to assess the possibility of using calls for this purpose under the CEF transport programme, in the light of the military mobility funding gap; underlines the urgent need to strengthen the EU’s cybersecurity capabilities to fight hybrid warfare;

10. Recalls the role of the EU’s space programme in enhancing the strategic security of the Union through a variety of civil and military applications; underlines that a strong European space sector is fundamental for European security, open strategic autonomy, secure connectivity, the protection of critical infrastructure and advancing the twin green and digital transitions, and therefore requires sufficient resources;

11. Highlights, in the face of new challenges in internal and external security, the importance of ensuring proper implementation of the Asylum and Migration Pact, in full compliance with international human rights law, and of respecting the principles of solidarity and the fair sharing of responsibility; stresses that effective management and protection of the EU’s external borders, both land and maritime, are essential for maintaining the freedoms of the Schengen area and crucial for the security of the EU and its citizens; emphasises the need to better protect people from trafficking and enhance support to strengthen cross-border cooperation between the Member States and the Union in combating criminal networks, particularly those involved in migrant smuggling and human trafficking, so as to reinforce law enforcement and the judicial response to these criminal networks, as well as to support Member States facing hybrid threats, in particular the instrumentalisation of migrants as defined in the Crisis Regulation [20];

12. Recalls the vital role that the Integrated Border Management Fund, the Border Management and Visa Instrument (BMVI) and the Asylum, Migration and Integration Fund play in protecting external borders; calls, in addition, for appropriate funding for border protection capabilities, including physical infrastructure, buildings, equipment, systems and services required at border crossing points, as provided for in Annex III to the BMVI Regulation [21], and for the requirements to be met in terms of reception conditions, integration, return and readmission procedure; reaffirms that cooperation agreements with non-EU countries in full respect of international law can help to prevent irregular migration and strengthen border security;

13. Acknowledges the common agricultural policy (CAP) as a key strategic European policy for food security and greater EU autonomy in affordable and high-quality food production; stresses the crucial role of the CAP in ensuring a decent income for EU farmers as well as a productive, competitive and sustainable European agriculture; regrets that direct payments have significantly decreased in real terms due to inflation, while the administrative burden on farmers has increased due to the accumulation of bureaucracy; urges the Commission to reduce the administrative burden while maintaining high production standards and the requirement to implement EU legislation; calls for adequate resources and for direct payments to be protected to help farmers cope with the impact of inflation, fuel costs, changes in the global food and trade market and adverse climate events, affecting agricultural production and threatening food security, including in the outermost regions; highlights, in this regard, the role of the agricultural reserve; emphasises the need to help small and medium-sized farms and new and young farmers by supporting generational renewal and ensuring continued support for the promotion of EU agricultural products; underlines the need for appropriate support for research and innovation to make the agricultural sector more sustainable, including water management, in particular through the Horizon Europe programme, without reducing European agricultural production and while preventing European farmers from facing unfair competition from imported products that do not meet our standards; welcomes the Commission’s preparation of a second simplification package; underscores that food security is an essential component for geopolitical stability;

14. Stresses the strategic role of fisheries and aquaculture and the need for them to be adequately supported financially; acknowledges that the common fisheries policy ensures a stable income and long-term future for fishers by contributing to protecting sustainable marine ecosystems, which are key to the sector’s competitiveness; insists that special attention must be devoted to the EU’s fishing fleet in order to improve safety and security, including by combating illegal fishery actions and improving working conditions, energy efficiency and sustainability, as well as by renewing the fleet; reaffirms that the European Maritime, Fisheries and Aquaculture Fund should support a human resources policy capable of addressing future challenges, in order to promote an inclusive, diversified and sustainable blue economy; expresses its concern about the effect of the end of the Brexit transition period in June 2026 on the fishing and aquaculture sectors;

15. Stresses that enhancing energy security and independence remains fundamental for the EU; highlights the EU’s role in ensuring security of energy supply, assisting households, farmers and businesses in mitigating price volatility and managing price gaps in comparison to the rest of the world; calls, therefore, for additional investment in critical infrastructure and connectivity, including large-scale cross-border electricity grids and hydrogen infrastructure for hard-to-abate sectors, which are an essential prerequisite to the decarbonisation of European industry, in low-carbon and renewable energy sources and connectivity, in particular by properly funding the CEF, as well as in energy efficiency; highlights the need to adapt European infrastructure to meet future energy demands as part of the transition to a clean and modern economy; underlines the importance of investing in new, expanding and modernising interconnector capacity for electricity trading, in particular cross-border capacity, for a fully integrated EU energy market that enhances Europe’s diversified supply security and resilience to energy market disruptions, reducing external dependencies and ultimately ensuring affordable and sustainable energy for EU citizens and businesses; stresses, in this regard, the need to strengthen cooperation with Africa;

16. Recalls, in this context, the current housing crisis in Europe, including the lack of decent and affordable housing; calls, therefore, for swift additional investments through a combination of funding sources, including the EIB and national promotional banks, in areas with a positive impact on reducing the cost of living for households, improving the energy efficiency of buildings and deploying renewable energy sources; calls for a coordinated approach at EU level that respects the principle of subsidiarity, encourages best practices and effectively uses all relevant funding mechanisms in addressing this pressing challenge;

17. Is highly concerned by the strong impacts of climate change and the biodiversity crisis both in Europe and globally and by the fact that the year 2024 was assessed to be the planet’s warmest year on record; calls for sufficient funding for the LIFE programme to finance climate and environment-related projects, including in the area of climate change mitigation and adaptation, and for increased budgetary flexibility to adequately respond to natural disasters in the EU; regrets that increasing numbers of natural disasters have led to a high number of victims, as well as to long-term devastating effects on citizens, farmers and businesses based and working in the regions concerned, as well as in the ecosystems impacted; calls for increased funding for the EU Solidarity Fund, RESTORE (Regional Emergency Support to Reconstruction) and the EU Civil Protection Mechanism, including for increasing rescEU capacities, which allow for more cost-efficient capacity building, in order to support Member States quickly and effectively in overwhelming crisis situations; recognises the EU’s role as a hub for coordinating and improving Member States’ preparedness and capacities to respond immediately to large-scale, high-impact emergencies, and its added value both for Member States and citizens; stresses, in this regard, that the EU Civil Protection Mechanism is a tangible expression of European solidarity, reinforcing the EU’s role as a crisis responder; acknowledges that the European Union Solidarity Fund or any other fund alone cannot fully compensate for the extreme weather events of increased frequency and severity caused by climate change today and in the future; stresses the need to invest in and prioritise preparedness, prevention, and adaptation measures, prioritising nature-based solutions; stresses that it is crucial to ensure that Union spending contributes to climate mitigation, adaptation efforts and water resilience infrastructure; emphasises that these investments are far lower than the cost of climate inaction;

Enhancing citizens’ opportunities in a vibrant society

18. Insists that continued investment in EU4Health and Cluster Health in Horizon Europe are key to improving health and preparedness for future health crises, thereby improving the health status of EU citizens; stresses the need for health investments for maximum impact; highlights its support for a holistic regulatory and funding approach to Europe’s life sciences and biotech ecosystem, including the creation of cutting-edge European clusters of excellence, as a central pillar of a stronger European health union, to which a European plan for cardiovascular diseases and lifestyles should be added, focusing on primary and secondary prevention as key objectives to increase life expectancy in the EU; highlights the need to create a more supportive care system to respond to demographic challenges and the ageing population; reiterates its support for Europe’s Beating Cancer Plan, as well as the importance of European investment in tackling childhood diseases, rare diseases and antimicrobial resistance; reiterates the importance of the gender aspect of health, including sexual and reproductive health and access to services; is highly concerned by the current mental health crisis in Europe, affecting in particular the young generation, exacerbated by recent global events, which requires immediate action to be taken; underlines the need to prevent shortages of critical medicines, medical countermeasures and healthcare workers faced by some Member States; calls, in this respect, for better coordination at EU level and joint procurement of medicines in order to reduce costs;

19. Stresses the importance of investing in young generations and their skills, as major agents of change and progress, by ensuring access to quality education; considers it essential that all students, without discrimination and in every EU Member State, should have full access to the Erasmus+ programme and underlines the essential role of Erasmus+ in facilitating cultural exchange, strengthening European identity and promoting peace through mutual understanding and cooperation, making it a cornerstone of European integration and unity; recalls the need to tackle the skills deficit, the brain drain and the correlation between market needs and skills; considers that for the EU workforce to remain competitive in the future, establishing key areas for training and reskilling is needed; stresses that further investment is required in modernising the Union’s education systems, by equipping them for the digital and green transitions, creating talent booster schemes and incentivising young entrepreneurs; points, in this respect, to the relevance of sufficient financial resources for EU programmes such as the European Social Fund Plus, Erasmus+ and the EU Solidarity Corps, which have proven highly effective in helping to achieve high employment levels and fair social protection, in broadening education and training across the Union, as well as in promoting new job opportunities and fostering skills, youth participation and equal opportunities for all; calls on the Commission to do its utmost so that all university students remain eligible to participate in the Erasmus+ programme, including in Hungary;

20. Recalls the role of the EU budget in contributing to the objectives of the European Pillar of Social Rights; highlights the role of the EU budget in contributing to initiatives that reinforce social dialogue and facilitate labour mobility, including in the form of training, networking and capacity building;

21. Highlights the ever-increasing threats and dangers of organised and targeted disinformation campaigns against the EU by foreign stakeholders undermining European democracy; calls for the mobilisation of all relevant Union programmes, including Creative Europe, to fund actions in 2026 that promote inclusive digital and media literacy, in particular for young people, combating disinformation, countering online hate speech and extremist content, while encouraging the active participation of citizens in democratic processes and safeguarding media freedom and pluralism for good cultural resilience, all of which are fundamental to a thriving democracy;

22. Calls on the Commission to increase EU funding for protecting citizens, religious communities and public spaces against terrorist threats, combating radicalisation and terrorist content online, as well as countering hate speech and rising antisemitism, anti-Muslim hatred and racism;

23. Calls on the Commission to ensure the swift, full and proper implementation and robust enforcement of the Digital Services Act [22], the Digital Market Act [23] and the Artificial Intelligence Act [24], also by allocating sufficient human resources; stresses the importance of tackling foreign interference, addressing the dangers of biased algorithms, and safeguarding transparency, accountability and the integrity of the digital public space;

24. Underlines the added value of funding programmes in the areas of democracy, rights and values; recalls the important role that the EU budget plays in the promotion of the European values enshrined in Article 2 of the Treaty on European Union and in supporting the key principles of democracy, the rule of law, solidarity, inclusiveness, justice, non-discrimination and equality, including gender equality; reaffirms, furthermore, the essential role of the Citizens, Equality, Rights and Values programme in promoting European values and citizens’ rights, in particular its Union Values strand, as well as gender equality, thereby sustaining and further developing an open, rights-based, democratic, equal and inclusive society based on the rule of law; stresses the need for targeted measures to address gender disparities and promote equal opportunities through EU funding allocations; stresses that supporting investigative journalism with sufficient resources is a strategic investment in democracy, transparency and social justice; reiterates the importance of the Daphne and Equality and Rights programmes, and stresses that necessary resources should be devoted to combating discrimination in all its forms, as well as tackling forms of violence;

25. Emphasises the valuable work carried out under the Union Values strand, which provides, among other things, direct funding to civil society organisations as key actors in vibrant democracies; stresses that citizens and civil society organisations, promoting the will and interest of citizens, represent the core of European democracy; underlines, in this regard, the importance of all EU programmes and increased funding in supporting the genuine engagement of civil society, particularly in the context of the impact of reduced funding for civil society by the EU’s international partners;

26. Considers it essential for the Union’s stability and progress and its citizens’ trust to ensure the proper use of Union funds and to take all steps towards protecting the Union’s financial interests, in particular by applying the rule of law conditionality; underscores the undeniable connection between respect for the rule of law and efficient implementation of the Union’s budget in accordance with the principles of sound financial management under the Financial Regulation; reiterates that under the Rule of Law Conditionality Regulation [25], the imposition of appropriate measures must not affect the obligations of governments to implement the programme or fund affected by the measure, and in particular the obligations they have towards final recipients; insists, therefore, that in cases of breaches of the rule of law by national governments, the Commission should explore alternative ways to implement the budget, including by assessing the possibility of diverting sources to directly and indirectly managed programmes, in order to ensure that local and regional authorities, civil society and other beneficiaries can continue to benefit from Union funding, without weakening the application of the regulation; highlights the role of the European Court of Auditors and its constant activity in defence of transparency, accountability and strict compliance with the regulations on all of the funds and programmes;

A strong Union in a changing world

27. Observes that the need for the EU to maintain and augment its presence on the global stage is increasingly crucial amid escalating global conflicts, geopolitical shifts and foreign influence efforts worldwide, particularly considering developments with other major global providers of aid; stresses that in order to achieve this, the Union requires sufficient funding and resources to act, including to respond to major crises in its neighbourhood and throughout the world, in particular in the light of the sudden decrease in international funding; stresses the importance of the humanitarian aid programme and regrets that resources are not increasing in line with record-high needs; underscores the need to strengthen the EU’s role as a leading humanitarian actor while effectively addressing emerging crises, particularly in regions facing protracted conflict, displacement, food insecurity and natural disasters; emphasises that the Union also requires sufficient resources for long-term investments in building global partnerships, and points out the importance of the participation of non-EU countries in Union programmes, where appropriate;

28. Underlines that the EU’s security environment has changed dramatically following Russia’s illegal, unprovoked and unjustified war of aggression against Ukraine and unpredictable changes in the policies of its main allies; recalls the importance of enhancing citizens’ safety and of achieving efficiency in the area of defence and strategic autonomy, through a comprehensive approach to security that covers military and civilian capabilities, external relations and internal security; stresses the importance of the Internal Security Fund to ensure funding to tackle increased levels of serious organised crime with a cross-border dimension and cybercrime; recognises the pressure which increased defence spending represents for Member Sates’ national budgets; stresses the importance of Member States stepping up their efforts and increasing funding for their defence capabilities, in a consistent and complementary manner in line with the NATO guideline;

29. Stresses that, beyond the enormous sacrifices of the people of Ukraine in withstanding Russia’s war of aggression for our common European security, this war has also had substantial economic and social consequences for people throughout Europe; recalls that certain Member States, in particular those with a land border with Russia and/or Belarus in the Baltic region, and frontline Member States, as well as vulnerable sectors of the economy, remain particularly exposed to the consequences of the war and deserve support in areas such as agriculture, infrastructure and military mobility, in the spirit of EU solidarity;

30. Firmly reiterates its unconditional and full support for Ukraine in its fight for its freedom and democracy against Russian aggression, as the war on its soil has passed the three-year mark; underlines the ongoing need for high levels of funding, including in humanitarian aid and for repairs to critical infrastructure, and for improved capacity along the EU-Ukraine Solidarity Lanes; welcomes the renewed and reinforced intention of the Commission and Member States to work in a united way to address Ukraine’s pressing defence needs and to further support the Ukrainian economy by providing regular and predictable financial support and facilitating investment opportunities; welcomes the agreement with the Council on macro-financial assistance for Ukraine of up to EUR 35 billion, making use of the proceeds of frozen Russian assets through the new Ukraine Loan Cooperation Mechanism, in order to support Ukraine’s recovery, reconstruction and modernisation, as well as to foster Ukraine’s progress on its path to EU accession; stresses the importance of ensuring accountability regarding core international crimes;

31. Insists on the benefits of pre-accession funds, both for the enlargement countries and for the EU itself, as the funding creates more stability in the region; welcomes the implementation of the Growth Plan for the Western Balkans to further support the economic convergence of Western Balkan countries with the EU’s single market through investment and growth in the region; insists on the need to deploy the necessary funds to support Moldova’s accession process, in line with the EU’s commitment to enlargement and regional stability; underlines the role of the Reform and Growth Facility for the Republic of Moldova and highlights the necessity of securing sufficient financial resources for its full implementation; underlines the importance of sustained support for candidate countries in implementing the necessary accession-related reforms, in particular regarding the rule of law, anti-corruption and democracy and in enhancing their resilience and preventing and countering hybrid threats; calls on the Commission to allocate additional funding to support civil society, independent media organisations and journalists;

32. Underlines, furthermore, that EU neighbourhood policy, namely its Eastern and Southern Partnerships, contributes to the overall goal of increasing the stability, prosperity and resilience of the EU’s neighbours and thereby of increasing the security of our continent; stresses, therefore, the importance of reinforcing the Southern and Eastern Neighbourhood budget lines in order to support political, economic and social reforms in the regions, facilitate peace processes and reconstruction and provide assistance to refugees, in particular through continuous, reinforced and predictable funding and continuous implementation on the ground; recalls that the EU must continue to alleviate other crises and assist the most vulnerable populations around the world through its humanitarian aid programme, as well as by maintaining its global positioning with the Neighbourhood, Development and International Cooperation Instrument for supporting global challenges and promoting human rights, freedoms and democracy, as well as for the capacity building of civil society organisations and for delivering on the Union’s international climate and biodiversity commitments, within a comprehensive monitoring and control system;

Cross-cutting issues in the 2026 budget

33. Underlines that the repayment of the European Union Recovery Instrument (EURI) borrowing costs is a legal obligation for the EU and therefore non-discretionary; notes that borrowing costs depend on the pace of disbursements under the Recovery and Resilience Facility (RRF) as well as on market fluctuations in bond yields and are therefore inherently partly unpredictable and volatile; insists, therefore, on the need for the Commission to provide reliable, timely and accurate information on NextGenerationEU (NGEU) borrowing costs and on expected RRF disbursements throughout the budgetary procedure as well as on available decommitments; expects the Commission to update the decommitments forecast when it presents the draft budget; recalls that the three institutions agreed that expenditures covering the financing costs of NGEU must aim at not reducing EU programmes and funds;

34. Recalls its support for the amended Commission proposals for the introduction of new own resources; is highly concerned by the complete lack of progress on the new own resources in the Council, in particular in view of increasing investment and unforeseen needs; considers that the introduction of new own resources, in line with the roadmap in the interinstitutional agreement of 2020, is essential to cover NGEU borrowing costs while shielding the margins and flexibility mechanisms necessary to cater for these needs;

35. Highlights again Parliament’s full support for the cohesion policy and its key role in delivering on the EU’s policy priorities and its general growth; reiterates that the cohesion policy’s optimal added value for citizens depends on its effective and timely implementation; in the same vein, urges the Member States and the Commission to accelerate the implementation of operational programmes under shared management funds as well as of the recovery and resilience plans so as to ensure swift budgetary execution and to avoid accumulated payment backlogs in the two last years of the MFF period, in particular through additional capacity building and technical assistance for Member States; reaffirms the imperative of a robust and transparent mechanism for accurately monitoring disbursements to beneficiaries;

36. Notes that particular attention must be paid to rural and remote areas, areas affected by industrial transition and regions which suffer from severe and permanent natural or demographic handicaps, such as islands and outermost, cross-border and mountain regions and all those affected by natural disasters; stresses that these regions should benefit from adequate funding to offset the special characteristics and constraints of their structural social and economic situation, as referred to in Article 349 TFEU; stresses the vital importance of the POSEI programme for maintaining agricultural activity in the outermost regions and bringing food to local markets; calls for the programme budget to be increased to reflect the real needs of farmers in these regions; notes that there has been no such increase since 2013, despite the fact that farmers in these regions face higher production costs due to inflation and climate change; stresses also that the Overseas Countries and Territories associated with the EU, as referred to in Articles 198-204 TFEU, should benefit from adequate funding for their sustainable economic and social development, in the light of their geopolitical importance for global maritime trade routes and key partnerships such as those on sustainable raw materials value chains;

37. Reiterates that EU programmes, policies and activities, where relevant, should be implemented in such a way that promotes gender equality in the delivery of their objectives; welcomes the Commission’s work on developing gender mainstreaming in order to meaningfully measure the gender impact of Union spending, as set out in the interinstitutional agreement;

38. Takes note that the climate mainstreaming target of 30 % is projected to be met by 33.5 % in 2025, while the biodiversity target will be below 8.5 % in 2025, and unless dedicated action is undertaken the 10 % target will not be met in 2026; stresses the need for continuous efforts towards the achievement of the climate and biodiversity mainstreaming targets laid down in the interinstitutional agreement in the Union budget and the EURI expenditures;

39. Stresses that the 2026 Union budget should be aligned with the Union’s ambitions of making the Union climate neutral by 2050 at the latest, as well as the Union’s international commitments, in particular under the Paris Agreement and the Kunming-Montreal Agreement, and should significantly contribute to the implementation of the European Green Deal and the 2030 biodiversity strategy;

40. Recalls that effective programme implementation is achievable only with the backing of a committed administration; emphasises the essential work carried out by bodies and decentralised agencies and asserts that they must be properly staffed and sufficiently resourced, while taking into account inflation, so that they can fulfil their responsibilities effectively and contribute to the achievement of the Union political priorities, also when given new tasks and mandates;

41. Recalls that, in accordance with the Financial Regulation, when implementing the budget, Member States and the Commission must ensure compliance with the Charter of Fundamental Rights and respect the Union’s values enshrined in Article 2 TEU; underlines in particular Articles 137, 138 and 158 of the Financial Regulation and recalls the Commission and the Member States’ obligation to exclude from Union funds any persons or entities found guilty by a final judgment of terrorist offences, as well as by final judgments of terrorist activities, inciting, aiding, abetting or attempting to commit such offences, and corruption or other serious offences; highlights the need to leverage efforts in tackling fraud both at Union and Member State level and to this end ensure appropriate financial and human resources covering the Union’s full anti-fraud architecture; recalls the importance of providing the Union Anti-Fraud Programme with sufficient financial resources;

42. Underlines the importance of effective communication and the visibility of EU policies and programmes in raising awareness of the added value that the EU brings to citizens, businesses and partners;

° °

43. Instructs its President to forward this resolution to the Council, the Commission and the Court of Auditors.

ANNEX: ENTITIES OR PERSONS FROM WHOM THE RAPPORTEUR HAS RECEIVED INPUT

The rapporteur declares under his exclusive responsibility that he did not receive input from any entity or person to be mentioned in this Annex pursuant to Article 8 of Annex I to the Rules of Procedure.

OPINION OF THE COMMITTEE ON FOREIGN AFFAIRS (20.2.2025)

for the Committee on Budgets

on guidelines for the 2026 budget – Section III

Rapporteur for opinion: Michael Gahler

OPINION

The Committee on Foreign Affairs calls on the Committee on Budgets, as the committee responsible, to incorporate the following into its motion for a resolution:

1. Welcomes the fact that the multiannual financial framework (MFF) revision in 2024 provided for additional funding under Heading 6 and for the EUR 50 billion Ukraine Facility; deplores, however, the fact that the MFF revision fell short of the needs identified by Parliament; reiterates the urgent need to increase funding, particularly in crisis-affected regions where the needs are greatest, and to address the various challenges in the neighbourhood, invest in partnerships and strengthen the geopolitical position of the EU; underlines in particular the need for continued efforts to finance Ukraine’s immediate funding needs; emphasises that the EU should without any delay intensify its efforts to enable frozen and immobilised Russian assets to be used for Ukraine’s reconstruction, reparations and budgetary needs, in full compliance with EU and international law; underlines that the Neighbourhood, Development and International Cooperation Instrument – Global Europe (NDICI – Global Europe) and the Global Gateway are crucial instruments within the Union’s external action toolbox; stresses the importance of the EU’s humanitarian aid policies and instruments; calls in general for a more strategic and impactful approach to EU funding abroad while advancing open strategic autonomy;

2. Reiterates that an increased level of funding should be allocated for the Southern Neighbourhood in 2025 to support political, economic and social reforms in the region; highlights in particular the pressing need to contribute significantly to the reconstruction of Gaza and to provide additional humanitarian aid in Gaza, Lebanon and Syria; recalls that the United Nations Relief and Works Agency for Palestine Refugees in the Near East (UNWRA) has up to now been the principal humanitarian assistance structure in Gaza and the West Bank as well as an essential service provider in the region; recalls the need to continue supporting key regional partners such as Jordan in order to foster peace in the region;

3. Welcomes the new Reform and Growth Facility for the Western Balkans and the proposed Facility for Moldova, as well as the role of the Instrument for Pre-accession Assistance (IPA) III in financing actions in the region; underlines that the Reform Agendas, which beneficiaries need to develop, are a promising instrument to speed up transformation and compliance with EU norms; calls on the Commission, in the interests of a successful accession process, to strictly apply the conditionalities enshrined in the two facilities; calls furthermore on the Commission to accompany all 10 enlargement countries on their path to European integration and to provide tailored assistance to address their respective challenges; calls on the Commission to allocate additional funding to support civil society and independent media organisations and journalists; calls on the Commission to ensure that it retains the possibility to withhold funds, either temporarily or indefinitely, if those funds would contribute to the budgets of governments – whether at the national or sub-national level – whose actions are significantly undermining the stability of the country or its neighbours, or the country’s progress towards European integration, particularly regarding democracy, the rule of law and the protection of human rights and fundamental freedoms; calls, furthermore, on the Commission to present a proposal for an instrument for pre-accession assistance for the next MFF that incorporates the facilities to avoid overlaps and covers all 10 enlargement countries and which should ensure strong institutional and economic preparedness for EU membership; calls also on the Commission to speed up the integration of all candidate countries in the EU roaming area;

4. Highlights the importance of the EU’s ensuring that EU funds do not go towards financing educational literature that romanticises martyrdom, violence or terrorism;

5. Underlines the need for the Directorate-General for Enlargement and the Eastern Neighbourhood (DG ENEST), the Directorate-General for the Middle East, North Africa and the Gulf (DG MENA) and the European External Action Service (EEAS) to be provided with sufficient financial and human resources to promote peace, prosperity, security and EU values and interests in both the European neighbourhood and across the globe; underlines the need to provide adequate resources to both the EEAS and the Commission for strategic communication and to counter disinformation; highlights the need to maintain the current structure of the network of EU delegations around the world and to provide financing that is commensurate with the role that the Union expects all delegations to play on the ground; notes, furthermore, that the EEAS, with 145 delegations around the globe, cannot be measured according to the same logic as that applied to European institutions in Brussels and Luxembourg; calls, therefore, on the Commission and the Council not to apply the 2 % logic to the EEAS; insists on a budgetary increase for common foreign and security policy (CFSP) actions and common security and defence policy (CSDP) missions, as well as other appropriate peace, conflict and crisis response instruments; stresses the need to improve IT and security protocols within EEAS headquarters, EU Delegations and in Commission directorates-general with responsibilities in EU External Action; stresses the importance of investing in European security and defence by bolstering the Union’s strategic autonomy and collective defence capabilities;

6. Welcomes the establishment of the EU Partnership Mission in Moldova (EUPM Moldova); highlights the essential role of the EUPM Moldova and calls on the EU and its Member States to extend the mission’s mandate beyond May 2025, while increasing resources to enhance its effectiveness;

7. Reiterates the EU’s commitment to promoting gender equality and the empowerment of women globally, as enshrined in the EU Gender Action Plan III (2021–2025); calls for increased resources to support women’s rights, including efforts to eliminate gender-based violence, strengthen women’s participation in decision-making processes and promote economic empowerment; emphasises the importance of gender mainstreaming across all budgetary and policy initiatives to ensure equal opportunities and inclusivity; stresses that gender equality is not only a fundamental right but also a crucial driver of social and economic development;

8. Calls on the Commission to collaborate with the EPLO office in Washington, D.C., and the EU delegation in the United States to identify, fund and implement initiatives aimed at strengthening the transatlantic relationship, including exchange programmes for professionals working in public institutions in both the EU and the United States;

9. Underlines that any disbursements from the European budget must depend on the beneficiary country’s respect for the rule of law, human rights and compliance with international obligations, and with respect for international agreements;

10. Considers that more EU funds need to be allocated to joint cyber defence in order to counter the digital threats from Russia, the People’s Republic of China and others; considers that the Commission needs to secure the necessary funding for a future cyber army that can help EU institutions and Member States to defend themselves against cyberattacks from hostile states;

11. Stresses the need for the visibility and communication of EU aid, particularly in candidate countries, but also in other partner countries;

12. Stresses the urgent need for the EU to invest in research and development concerning low-cost drones, not only in order to support Ukraine in its efforts to defend itself against Russia, but also to strengthen European defence; considers that the EU should cooperate with Ukraine on the development of a drone system following their successful use of drones.

ANNEX: ENTITIES OR PERSONS
FROM WHOM THE RAPPORTEUR HAS RECEIVED INPUT

The rapporteur for the opinion declares under his exclusive responsibility that he did not receive input from any entity or person to be mentioned in this Annex pursuant to Article 8 of Annex I to the Rules of Procedure.

INFORMATION ON ADOPTION BY COMMITTEE ASKED FOR OPINION

Date adopted	19.2.2025
Result of final vote	+: –: 0:	40 13 8
Members present for the final vote	Mika Aaltola, Petras Auštrevičius, Dan Barna, Wouter Beke, Robert Biedroń, Ľuboš Blaha, Ioan-Rareş Bogdan, Marc Botenga, Helmut Brandstätter, Sebastião Bugalho, Tobias Cremer, Danilo Della Valle, Loucas Fourlas, Alberico Gambino, Giorgos Georgiou, Christophe Gomart, Rima Hassan, Rasa Juknevičienė, Sandra Kalniete, Łukasz Kohut, Ondřej Kolář, Rihards Kols, Andrey Kovatchev, Reinhold Lopatka, Antonio López-Istúriz White, Marion Maréchal, David McAllister, Vangelis Meimarakis, Sven Mikser, Francisco José Millán Mon, Hannah Neumann, Urmas Paet, Kostas Papadakis, Tonino Picula, Thijs Reuten, Nacho Sánchez Amor, Mounir Satouri, Andreas Schieder, Alexander Sell, Villy Søvndal, Davor Ivo Stier, Marie-Agnes Strack-Zimmermann, Cristian Terheş, Riho Terras, Pierre-Romain Thionnet, Reinier Van Lanschot, Nicola Zingaretti, Željana Zovko
Substitutes present for the final vote	Krzysztof Brejza, Jaroslav Bžoch, Engin Eroglu, Tomasz Froelich, Ilhan Kyuchyuk, Ana Catarina Mendes, Alessandra Moretti, Ana Miguel Pedro, Chloé Ridel, Şerban Dimitrie Sturdza, Marco Tarquinio
Members under Rule 216(7) present for the final vote	Anna Bryłka, Mélissa Camara, Alexander Jungbluth, Erik Marquardt, Leire Pajín, Kristian Vigenin

FINAL VOTE BY ROLL CALL IN COMMITTEE ASKED FOR OPINION

40	+
ECR	Cristian Terheş
PPE	Mika Aaltola, Wouter Beke, Ioan-Rareş Bogdan, Krzysztof Brejza, Sebastião Bugalho, Loucas Fourlas, Rasa Juknevičienė, Sandra Kalniete, Łukasz Kohut, Ondřej Kolář, Andrey Kovatchev, Reinhold Lopatka, Antonio López-Istúriz White, David McAllister, Vangelis Meimarakis, Francisco José Millán Mon, Davor Ivo Stier, Riho Terras, Željana Zovko
Renew	Petras Auštrevičius, Dan Barna, Helmut Brandstätter, Engin Eroglu, Ilhan Kyuchyuk, Urmas Paet, Marie-Agnes Strack-Zimmermann
S&D	Robert Biedroń, Tobias Cremer, Ana Catarina Mendes, Sven Mikser, Alessandra Moretti, Tonino Picula, Thijs Reuten, Chloé Ridel, Nacho Sánchez Amor, Andreas Schieder, Marco Tarquinio, Kristian Vigenin, Nicola Zingaretti

13	–
ECR	Rihards Kols, Marion Maréchal
ESN	Tomasz Froelich, Alexander Jungbluth, Alexander Sell
NI	Ľuboš Blaha, Kostas Papadakis
PfE	Jaroslav Bžoch, Pierre-Romain Thionnet
The Left	Marc Botenga, Danilo Della Valle, Giorgos Georgiou, Rima Hassan

8	0
ECR	Alberico Gambino, Şerban Dimitrie Sturdza
Verts/ALE	Mélissa Camara, Erik Marquardt, Hannah Neumann, Mounir Satouri, Villy Søvndal, Reinier Van Lanschot

Key to symbols:

+ : in favour

– : against

0 : abstention

OPINION OF THE COMMITTEE ON TRANSPORT AND TOURISM (19.2.2025)

for the Committee on Budgets

on general guidelines for the preparation of the 2026 budget, Section III – Commission

Rapporteur for opinion: Gheorghe Falcă

OPINION

The Committee on Transport and Tourism calls on the Committee on Budgets, as the committee responsible, to incorporate the following into its motion for a resolution:

A. whereas the Connecting Europe Facility for Transport (CEF-T) has been a highly successful EU instrument for strategic investment in the development of the Trans-European Transport Network (TEN-T), aimed at transforming the EU’s roads, railways, ports, inland waterways and airways into a connected, safe, efficient, sustainable and competitive transport system; whereas the completion deadlines of 2030 for the core network, 2040 for the extended core network and 2050 for the comprehensive network are binding on the Member States and often require massive and sustained infrastructure investments; whereas the CEF-T should remain an important transport funding instrument in the 2028-2034 multiannual financial framework (MFF);

B. whereas modern, interconnected and multimodal transport infrastructure within a single European transport area is central to creating growth and jobs in the EU, completing the European single market and ensuring territorial cohesion, including for the benefit of peripheral, rural, mountainous, island and outermost regions and other geographically disadvantaged areas; whereas the Draghi and Letta reports call on the EU to step up its efforts to develop a competitive industrial strategy in the face of global competition; whereas successful decarbonisation that safeguards the global competitiveness of European industries requires significant investment in renewable-energy-based transport networks and alternative fuel infrastructure for sustainable transport; whereas digitalisation across all transport sectors can yield significant efficiency gains, which often have the potential to exceed the initial investments; whereas sufficient investment is required to achieve this and other technological solutions to enhance interoperability between digital, energy and transport networks and to maximise network benefits; whereas increased investment in road safety is necessary to achieve the goals of the EU’s Vision Zero strategy and ensure the safety of roads and road users; whereas the transport sector faces labour and skills shortages, combined with sometimes poor working conditions;

C. whereas the efficient use of EU funds is paramount to achieving strategic objectives within limited financial envelopes, particularly in the light of inflationary pressures that have led to significant increases in construction, energy and raw material costs, threatening the financial feasibility of key infrastructure projects of common European interest; whereas resilient and coordinated EU funding mechanisms are vital for maintaining project momentum despite economic volatility; whereas the imperative of maximising the impact of EU spending requires inflation-adjusted budgetary provisions, the reallocation of underutilised funds, as well as clear monitoring and improved reporting frameworks;

D. whereas delays in planning, permitting and procurement processes also hinder the timely implementation of transport and infrastructure projects, jeopardising EU transport and infrastructure development; whereas establishing optimised approval procedures is crucial to accelerating project timelines and ensuring budget absorption;

E. whereas, as envisaged under the Omnibus simplification package outlined by the Commission in its Competitiveness Compass, reducing regulatory and administrative burdens and simplifying implementation are key to ensuring equal access to funding for small and medium-sized enterprises (SMEs), regional authorities and disadvantaged regions; whereas the simplification of EU regulatory and administrative processes at all levels, coupled with streamlined access to funding, are essential for achieving the timely and efficient implementation of projects under CEF-T and tourism programmes, particularly for SMEs and regional authorities;

F. whereas the action plan on military mobility 2.0 outlines ambitious EU-level initiatives; whereas, however, inadequate funding remains a significant obstacle to their effective implementation;

G. whereas Russia’s war of aggression against Ukraine, like the COVID-19 pandemic, has underscored the vulnerability of the EU’s transport and tourism sectors to external shocks; whereas it is more necessary now than ever before to strengthen transport connections with Ukraine and Moldova; whereas the EU-Ukraine road transport agreement, which facilitates road freight transport and transit by setting up solidarity corridors, has been extended until 30 June 2025, with the possibility of tacit renewal for a further six months; whereas the European transport network is critical infrastructure facing increasing digital and/or physical security risks and needs to be protected from external threats to maintain the societal functions for which it is vital;

H. whereas tourism, a major economic activity accounting for almost 10 % of the EU’s GDP and identified in the Commission’s 2021 industrial strategy as a critical ecosystem for the EU’s economy and for employment, continues to face economic, environmental, employment-related and digital challenges;

1. Calls for a significant increase in the CEF-T budget to secure adequate funding for ongoing and planned TEN-T projects, focusing on cross-border infrastructure with the highest added value for the EU and on the elimination of bottlenecks and missing links, including within Member States, in order to enhance passenger and freight flow throughout Europe; underlines, furthermore, the value of smaller-scale projects in improving cross-border connectivity and their eligibility for EU funding;

2. Welcomes the Commission’s announcement that it will develop an EU industrial action plan for the automotive sector, as proposed in the Draghi report, and calls for swift progress in the ongoing strategic dialogue;

3. Welcomes the Commission’s announcement that it will develop a new maritime industrial strategy to enhance the competitiveness, sustainability and resilience of the European maritime manufacturing sector; appreciates the Commission’s announcement that it would present a European port strategy to limit the risks of economic dependence, espionage and sabotage linked to the economic presence and operational involvement of entities from non-EU countries in EU ports;

4. Calls, further, for a strategic action plan for the EU aviation sector to identify potential reductions in administrative burdens and to assess financial needs for maintaining the sector’s competitiveness in the face of decarbonisation pressures and the associated risks, including an uneven playing field and carbon leakage, and geopolitical challenges, and with regard to a cross-country analysis of working conditions as a determinant in attracting and retaining skilled workers and boosting productivity;

5. Welcomes the commitment to put forward a plan to develop an ambitious European high-speed rail network to help connect EU capitals, including through night trains, and to accelerate rail freight, as well as to set up a single digital ticketing and booking system for railways as soon as possible, as already outlined in the revised TEN-T guidelines; underlines the need for ambitious support for the deployment of the European Rail Traffic Management System (ERTMS);

6. Advocates a comprehensive strategy on hyperloop, with clear timelines, detailed investment frameworks and support for research, development and deployment;

7. Welcomes, in this respect, the Commission’s announcement under the Competitiveness Compass presenting a sustainable transport investment plan and calls on the Commission to define financing measures for the above-mentioned strategies and action plans, including by de-risking the investment needed to swiftly ramp up charging infrastructure as well as for the production and distribution of renewable and low-carbon transport fuels, without jeopardising existing market choices;

8. Underlines again the role of the Social Climate Fund in supporting investment for an inclusive transition towards more sustainable mobility and calls on the Member States to address transport poverty with specific policies and financing measures in their national Social Climate Plans;

9. Highlights the need to address the shortage of qualified labour, women’s employment and an ageing workforce in the transport sector; calls, in this regard, for sufficient support for the safety and good working conditions of transport workers as well as for the funding of safe and secure truck parking areas across the EU;

10. Calls for the digitalisation of transport through intelligent solutions and digital booking platforms to facilitate seamless cross-border travel; calls for the systematic reduction of EU regulatory burdens across all transport modes to free up resources, including EU budgetary means, for increased investment in transport infrastructure; underlines the strong need for prior impact assessments of all new legislative initiatives with respect to their budgetary implications but also the regulatory or administrative burdens that the proposals would create or resolve;

11. Calls on the Commission to address inflationary pressures and resource scarcity by incorporating inflation adjustments into the budget; notes that the inclusion of realistic price adjustments is essential to safeguarding the viability of transport and infrastructure projects against the impact of inflation-induced cost increases; supports the reallocation of unused funds to strategic clusters, such as transport infrastructure, sustainable transport solutions and innovation; calls strongly for the integration of inflation-resilient frameworks and adaptive budget mechanisms within the MFF to avoid financing challenges in upcoming cycles;

12. Emphasises the importance of bolstering co-financing mechanisms, particularly for large-scale projects such as the Clean Aviation, Single European Sky ATM Research (SESAR) and Europe’s Rail Joint Undertakings, to ensure their timely implementation despite economic constraints; insists on the leveraging of public-private partnerships (PPPs) to mobilise additional resources;

13. Advocates innovative financing models, in particular the facilitation of PPPs by providing guarantees or implementing risk-sharing mechanisms, in order to attract private investment in transport and tourism infrastructure, including for a faster transition to alternative fuels; stresses that these PPPs can also contribute to knowledge-sharing, innovation and support for SMEs and start-ups;

14. Stresses the need to reinforce the budgets of transport agencies, in particular the EU Aviation Safety Agency, the European Maritime Safety Agency, and the EU Agency for Railways, so that they can fulfil the additional tasks assigned to them by the co-legislators in recently adopted EU legislation, as well as in order to support critical safety, sustainability, interoperability, competitiveness, innovation and modernisation initiatives;

15. Calls resolutely for the streamlining of application and reporting procedures in relation to EU funds in line with Directive 2021/1187 [26]; insists on transparent and fair allocation of EU transport funding using digital platforms in order to simplify access for SMEs and regional stakeholders; calls for the establishment of expedited review processes for critical transport and infrastructure projects in order to reduce delays; proposes the implementation of the ‘once-only’ principle for administrative processes, allowing applicants to provide information once and reuse it across EU programmes, thus reducing redundancy and delays, including for the increased blending of EU funds;

16. Insists on the restoration of the military mobility budget to the originally proposed EUR 6.5 billion over seven years; reiterates that the drastic cut of 75 % to military mobility funding within the transport pillar considerably weakens this policy; highlights the critical role of that funding in adapting parts of the TEN-T infrastructure for dual use along priority axes, in order to facilitate the short-notice, large-scale movement of military equipment and humanitarian aid across the continent, enabling a joint response to military threats to the EU Member States and their allied nations; calls for military mobility to be included in the white paper on the future of European defence;

17. Reiterates that, to help Ukraine withstand Russia’s war of aggression and to accelerate its post-war recovery and integration into the EU market, alongside the upcoming decisions on the renewal of the EU-Ukraine road transport agreement, it is imperative to pursue projects to improve the capacity along the EU-Ukraine Solidarity Lanes, encompassing railway upgrades, improved border crossings and the crucial step of integrating relevant lines of Ukraine’s rail system into the EU’s standard gauge to facilitate the uninterrupted movement of goods and services; considers that the 2026 budget should also help alleviate the economic and social hardship faced by the people of the EU’s eastern border regions, especially the Baltic states, Finland, Poland and Romania, who have been particularly affected by economic losses and the suspension of cross-border mobility as a consequence of Russia’s war of aggression against Ukraine; calls for the financing of further EU measures against the Russian shadow fleet;

18. Reiterates its repeated request to create a specific EU programme and a dedicated budget line for tourism in the current MFF and beyond, increasing the sector’s resistance to economic shocks and contributing to further growth and jobs across the value chain, bringing significant benefits and long-term well-being to local people and their businesses; highlights the need to reduce administrative burdens for SMEs operating in the tourism sector by simplifying rules, minimising data collection requirements, where appropriate, and providing tailored financial support; notes that the tourism sector stands to benefit greatly from digital innovations, such as smart tourism platforms and integrated digital ticketing systems for attractions and services, which enhance visitor experiences while driving significant economic growth for local communities; stresses that the further development of sustainable tourism, including through the promotion of regional products to strengthen local value chains or the management of tourist flows, could foster economic growth in less popular, more remote and peripheral areas, improve urban-rural connectivity and bolster the climate resilience of EU territories.

ANNEX: ENTITIES OR PERSONS
FROM WHOM THE RAPPORTEUR HAS RECEIVED INPUT

INFORMATION ON ADOPTION BY THE COMMITTEE ASKED FOR OPINION

Date adopted	19.2.2025
Result of final vote	+: –: 0:	36 6 0
Members present for the final vote	Oihane Agirregoitia Martínez, Daniel Attard, Tom Berendsen, Nina Carberry, Benoit Cassart, Carlo Ciccioli, Vivien Costanzo, Johan Danielsson, Valérie Devaux, Siegbert Frank Droese, Gheorghe Falcă, Jens Gieseke, Sérgio Humberto, François Kalfon, Elena Kountoura, Merja Kyllönen, Luis-Vicențiu Lazarus, Vicent Marzà Ibáñez, Milan Mazurek, Alexandra Mehnert, Ştefan Muşoiu, Jan-Christoph Oetjen, Philippe Olivier, Matteo Ricci, Arash Saeidi, Marjan Šarec, Rosa Serrano Sierra, Virginijus Sinkevičius, Kai Tegethoff, Elissavet Vozemberg-Vrionidi, Kosma Złotowski
Substitutes present for the final vote	Arno Bausemer, Ondřej Krutílek, Elżbieta Katarzyna Łukacijewska, Elena Nevado del Campo, Luděk Niedermayer, Andrey Novakov, Beata Szydło, Flavio Tosi, Kathleen Van Brempt
Members under Rule 216(7) present for the final vote	Marie Dauchy, Elisabeth Grossmann

FINAL VOTE BY ROLL CALL
BY THE COMMITTEE ASKED FOR OPINION

36	+
ECR	Carlo Ciccioli, Ondřej Krutílek, Beata Szydło, Kosma Złotowski
PPE	Tom Berendsen, Nina Carberry, Gheorghe Falcă, Jens Gieseke, Sérgio Humberto, Elżbieta Katarzyna Łukacijewska, Alexandra Mehnert, Elena Nevado del Campo, Luděk Niedermayer, Andrey Novakov, Flavio Tosi, Elissavet Vozemberg-Vrionidi
Renew	Oihane Agirregoitia Martínez, Benoit Cassart, Valérie Devaux, Jan-Christoph Oetjen, Marjan Šarec
S&D	Daniel Attard, Vivien Costanzo, Johan Danielsson, Elisabeth Grossmann, François Kalfon, Ştefan Muşoiu, Matteo Ricci, Rosa Serrano Sierra, Kathleen Van Brempt
The Left	Elena Kountoura, Merja Kyllönen, Arash Saeidi
Verts/ALE	Vicent Marzà Ibáñez, Virginijus Sinkevičius, Kai Tegethoff

6	–
ESN	Arno Bausemer, Siegbert Frank Droese, Milan Mazurek
NI	Luis-Vicențiu Lazarus
PfE	Marie Dauchy, Philippe Olivier

Key to symbols:

+ : in favour

– : against

0 : abstention

OPINION OF THE COMMITTEE ON REGIONAL DEVELOPMENT (19.2.2025)

for the Committee on Budgets

on general guidelines for the preparation of the 2026 budget – Section III – Commission

Rapporteur for opinion: Gabriella Gerzsenyi

OPINION

The Committee on Regional Development calls on the Committee on Budgets, as the committee responsible, to incorporate the following into its motion for a resolution:

A. whereas pursuant to Article 174 of the Treaty on the Functioning of the European Union (TFEU), ‘in order to promote its overall harmonious development, the Union shall develop and pursue its actions leading to the strengthening of its economic, social and territorial cohesion. In particular, the Union shall aim at reducing disparities between the levels of development of the various regions and the backwardness of the least-favoured regions’;

B. whereas cohesion policy is a key instrument for reducing disparities between the levels of development of the various regions within the Union and for addressing the fact that the least-favoured regions lag behind, playing a vital role in promoting sustainable development and also addressing environmental challenges, complementing national budgets and enhancing the EU’s ability to navigate global complexities;

C. whereas among the regions concerned, particular attention must be paid to rural areas, areas affected by the industrial and automotive transitions, less-developed areas inside the so-called developed regions, eastern EU regions bordering on Russia, Belarus or Ukraine, regions which suffer from severe and permanent natural or demographic handicaps, as well as outermost regions, islands and Mediterranean regions facing environmental and economic vulnerabilities;

D. whereas the absorption rate of cohesion policy funds remains very low partly owing to delays to the start of programmes and the high level of bureaucracy and complexity required in cohesion-funded projects, which can lead to unforced errors;

E. whereas among the beneficiaries concerned, particular attention should be paid to vulnerable people, such as persons with disabilities;

1. Considers that, as the EU’s main long-term investment instrument, cohesion policy is based on solidarity, creates sustainable growth and jobs across the Union and contributes to key Union objectives and priorities, including its climate, energy and biodiversity targets, competitiveness, as well as sustainable and socially inclusive economic growth, to tackle demographic challenges and ensure equitable access to affordable housing;

2. Recalls that cohesion policy has proven to be a helpful tool in tackling challenges in various crises, such as the Russian war of aggression against Ukraine and its effects on the energy supply, the high cost of living, inflation, and the needs of refugees and displaced persons, as well as natural disasters; underlines, however, that the resulting legislative amendments to cohesion policy have repeatedly brought unexpected changes to its objectives and resources, while cohesion policy should, when needed, complement rather than replace other financial instruments designed for emergency response;

3. Reiterates the need for coordination at budgetary level between all the financial instruments supporting cohesion policy; believes that, to make the most of NextGenerationEU funds, these should support and complement cohesion policy measures;

4. Emphasises the need to ensure that the ‘do no harm to cohesion’ principle is observed across the EU budget; stresses, in this regard, that cohesion policy should not undergo any fundamental changes which could jeopardise the structural and investment funds’ ability to deliver on their goals; stresses that the setting of new priorities should entail new resources and underlines that the long-term investment objectives of cohesion policy are to reduce regional disparities and enhance competitiveness;

5. Is concerned about the state of implementation of cohesion policy programmes for 2021-2027; urges the Commission to step up monitoring efforts, ensuring respect for the rule of law, a transparent, fair and responsible use of EU resources, as well as their sound financial management; urges the Commission to strengthen its cooperation with the Member State authorities at all levels in order to reduce bureaucracy to make cohesion funds more accessible to local and regional authorities, among others, and to avoid decommitments, unfinished projects and any political manipulation of fund allocation; stresses, therefore, the need to introduce a ‘smart conditionality’ mechanism;

6. Notes that the Just Transition Fund needs adequate financial resources and a long-term perspective to ensure its effectiveness in supporting regions’ transition towards climate neutrality, while ensuring that the most vulnerable regions are properly supported in the transition process; emphasises the need for a realistic and balanced approach to the just transition, ensuring economic, social and environmental sustainability, with the meaningful participation of local and regional authorities, as well as economic and social partners;

7. Calls for further simplification of cohesion policy to reduce the growing administrative burden, enhance fund accessibility and ensure investments tailored to the specific needs of regions while enabling the effective management of funds in line with the needs of final beneficiaries; highlights, in this context, the importance of the newly-created EU Councillors network, which is jointly run by the European Committee of the Regions and the European Commission, as a key tool for strengthening the ability to gather evidence of how the Union operates at local level;

8. Underlines that rural areas are a core part of Europe’s identity and economic potential; welcomes cohesion policy measures that recognise the contribution of more prosperous and resilient rural areas to Europe’s overall resilience; calls for adequate funding to enhance their role in environmental protection, food production, tourism and ensuring ‘the right to stay’; calls for increased public investment to tackle demographic challenges and support young people by improving services and infrastructure, expanding access to digital education, technologies and innovations, so as to raise living standards, increase the stock of affordable housing and foster equal access for citizens and families to culture and high quality education, essential social services and other public services, while making more efficient use of resources, reducing the impact on the environment and creating new opportunities for rural SMEs;

9. Notes that the European Regional Development Fund (ERDF) and the Cohesion Fund support investments in sustainable urban development, underlining its importance as a key component of integrated territorial development, with at least 8 % of ERDF resources at the national level being allocated to urban areas through the relevant mechanisms; further notes that this should include special attention to the sustainable development of functional urban and metropolitan areas, facilitating the digital, green and industrial transitions;

10. Calls for increased investment in digitalisation and innovation to enhance the competitiveness of SMEs in less-developed regions, including rural and peripheral areas, in order to bridge the digital divide and foster inclusive economic growth;

11. Underlines that sustainable development is directly linked to having a highly skilled work force; insists, therefore, on the need for increased efforts to ensure an adequate degree of upskilling and reskilling of all relevant working age individuals, as well as initiatives to increase citizens’ acceptance of the economic, industrial and energy transitions;

12. Recalls the importance of mechanisms and strategies adapted to the diversity of the EU’s territories, and therefore calls for a full use of Article 349 TFEU to adapt cohesion policy to the specificities of the outermost regions; reiterates that the outermost regions should receive specific additional allocations to offset the extra costs incurred as a result of permanent constraints on their development; calls for an Islands Pact to be considered by the EU institutions with the participation of the principal stakeholders, along the lines of the Urban Pact and the future Rural Pact;

13. Reaffirms the need for close cooperation between national, regional, local and other authorities as well as their dialogue with civil society organisations and all relevant stakeholders, including economic and social partners, universities and innovation centres; recognises the importance of research and innovation policy in driving economic growth and enhancing competitiveness in order to fulfil cohesion policy objectives; highlights the need to support the commercialisation and scaling up of interregional innovation projects, underlining the importance of developing value chains, particularly in less-developed regions;

14. Reiterates the need to strengthen the administrative capabilities and capacity of local, regional and national authorities, which are key components in the effective planning and implementation of initiatives and projects at the local level; highlights the importance of stronger ownership, responsibility, partnership and decentralisation; strongly considers that increased financial resources dedicated to technical assistance are key to effective project implementation;

15. Emphasises that the implementation of cohesion policy must respect horizontal principles, including its place-based nature, multilevel governance, sustainability, the partnership principle, gender equality and non-discrimination, ensuring that all projects contribute to a more equitable and inclusive Union;

16. Stresses the need to strengthen awareness-raising among European citizens about cohesion policy achievements and calls for further information measures promoting it such as accessible data platforms, as cohesion policy is a particularly effective means of promoting strong and balanced European regions.

ANNEX: ENTITIES OR PERSONS
FROM WHOM THE RAPPORTEUR HAS RECEIVED INPUT

The rapporteur for the opinion declares under her exclusive responsibility that she did not receive input from any entity or person to be mentioned in this Annex pursuant to Article 8 of Annex I to the Rules of Procedure.

INFORMATION ON ADOPTION BY COMMITTEE ASKED FOR OPINION

Date adopted	19.2.2025
Result of final vote	+: –: 0:	29 0 1
Members present for the final vote	Adrian-Dragoş Benea, Gordan Bosanac, Irmhild Boßdorf, Daniel Buda, Klára Dobrev, Klara Dostalova, Raquel García Hermida-Van Der Walle, Gabriella Gerzsenyi, Krzysztof Hetman, Ľubica Karvašová, Elsi Katainen, Isabelle Le Callennec, Elena Nevado del Campo, Andrey Novakov, Valentina Palmisano, Vladimir Prebilič, Sabrina Repp, Marcos Ros Sempere, André Rougé, Antonella Sberna, Mārtiņš Staķis, Şerban Dimitrie Sturdza, Rody Tolassy, Francesco Ventola, Marta Wcisło
Substitutes present for the final vote	Dan Barna, Sofie Eriksson, Denis Nesci, Jacek Protas
Members under Rule 216(7) present for the final vote	Francisco Assis

FINAL VOTE BY ROLL CALL IN COMMITTEE ASKED FOR OPINION

29	+
ECR	Denis Nesci, Antonella Sberna, Şerban Dimitrie Sturdza, Francesco Ventola
PPE	Daniel Buda, Gabriella Gerzsenyi, Krzysztof Hetman, Isabelle Le Callennec, Elena Nevado del Campo, Andrey Novakov, Jacek Protas, Marta Wcisło
PfE	Klara Dostalova, André Rougé, Rody Tolassy
Renew	Dan Barna, Raquel García Hermida-Van Der Walle, Ľubica Karvašová, Elsi Katainen
S&D	Francisco Assis, Adrian-Dragoş Benea, Klára Dobrev, Sofie Eriksson, Sabrina Repp, Marcos Ros Sempere
The Left	Valentina Palmisano
Verts/ALE	Gordan Bosanac, Vladimir Prebilič, Mārtiņš Staķis

1	0
ESN	Irmhild Boßdorf

Key to symbols:

+ : in favour

– : against

0 : abstention

OPINION OF THE COMMITTEE ON AGRICULTURE AND RURAL DEVELOPMENT (19.2.2025)

for the Committee on Budgets

on guidelines for the 2026 budget – Section III

Rapporteur for opinion: Dario Nardella

OPINION

The Committee on Agriculture and Rural Development calls on the Committee on Budgets, as the committee responsible, to incorporate the following into its motion for a resolution:

1. Highlights the crucial role of agricultural and rural development policies, particularly the common agricultural policy (CAP), in achieving the Union’s objectives under Article 39 of the Treaty on the Functioning of the European Union; highlights the fact that these policies are tools for farmers to provide safe, healthy, affordable and sustainable food of high quality, while ensuring fair and viable incomes for all farmers, in particular active, small-scale and young farmers, including targeting to prevent land abandonment and promoting short food supply chains; underlines that these policies aim to foster sustainable food systems and secure the long-term viability, profitability, sustainability and safety of EU agricultural production, the development of rural areas and the Union’s food sovereignty, while taking into consideration animal welfare standards, climate protection, mitigation and biodiversity measures; recalls, in this regard, that the strong and simplified EU financial support for a competitive and sustainable farming sector should be increased in the 2026 CAP budget allocation to better reflect the growing challenges in rural areas, including depopulation, and keep rural areas alive; underlines that, according to the latest Eurobarometer survey, support for the CAP has reached an all-time high, with over 70 % of respondents agreeing that the CAP fulfils its role in providing safe, healthy and sustainable food of high quality;

2. Notes that spending under the CAP significantly exceeds the climate and biodiversity mainstreaming targets and requests that this surplus be used to allocate funds that directly contribute to achieving the primary objectives of the CAP;

3. Calls on the Commission to secure additional funding for further nature objectives rather than relying on the CAP, which must above all remain a fund that ensures food security and a viable income for our farmers;

4. Upholds the promotion of EU agricultural products as a cornerstone of agricultural policy, with the aim of strengthening the competitiveness and relevance of all production sectors, especially that of wine and high-quality products, which need to have better access to both internal and external markets so as to promote diversification and internationalisation; recalls the success achieved by such promotion programmes in the opening up and consolidation of new markets; stresses the need to ensure an adequate promotion-policy budget in the coming financial years;

5. Stresses the need for a stronger, better equipped, flexible and more reactive agricultural reserve, with adequate funding to cope with market imbalances or unpredictable external factors, such as extreme and recurring weather events, animal diseases, water stress or an evolving geopolitical context, which are having an increasing impact on agricultural production and markets, farmers’ incomes, farm continuity and food security; calls on the Commission to make use of the crisis reserve in the most efficient, expeditious and transparent way; stresses the need to simplify administrative procedures in order to guarantee the swift disbursement of that aid; points out that an increase in the agricultural reserve must not affect direct payments; calls on the Commission to develop a comprehensive crisis management strategy for each major agricultural sector, ensuring the rapid and effective deployment of the crisis reserve, while considering the establishment of new crisis and risk management instruments; acknowledges though that the agricultural reserve alone cannot fully compensate for the increasing frequency and severity of extreme weather events caused by climate change; stresses the need to fund preventive mitigation and adaptation measures that enhance the resilience, including climate resilience, of rural areas and food production systems;

6. Strongly opposes any proposals to reduce the level of pre-allocated funds from the CAP in the future budget; points out that those funds should be increased by at least the equivalent of cumulative inflation since the start of the current budget period in order to avoid hidden reductions in CAP funding; stresses that farmers need the continuity and predictability of the CAP and that emerging new priorities cannot lead to cuts to the CAP budget; advocates for transparency and accountability in the allocation of CAP funds and encourages Member States and the Commission to enhance cooperation and strengthen anti-fraud measures; stresses the need for a fair distribution of CAP support between and within Member States; calls on the Commission to mobilise funds outside the CAP, given the challenges facing EU agriculture and to simplify the administrative procedures for farmers who receive aid; insists that any revenue accruing to the Union budget from assigned revenue or repayments of irregularities relating to agriculture should remain under the agriculture component of Heading 3 of the multiannual financial framework (MFF);

7. Underlines that CAP simplification measures adopted in 2024 must be the starting point for the next CAP reform;

8. Recalls that innovation can play a key role in enhancing the productivity, competitiveness, resilience and adaptability of agriculture; underlines, in this regard, the importance of increasing funding for research, thereby avoiding additional bureaucracy, both in the future budget allocations in the framework of the Horizon Europe research programme, as well as in the CAP, while creating funding mechanisms that ensure the continuity of existing and successful agri-food projects, established and funded through the NextGenerationEU instrument; calls therefore for adequate funding for climate change mitigation, precision agriculture, circular economy projects, renewable energy production in rural areas, development and technology-neutral innovation, including for projects promoting animal and plant health and the efficient use of resources, such as water, in agriculture; notes that production efficiency may also be an aim in itself, and that such funding should, in addition to improving the competitiveness of the agricultural sector, increase its resilience to challenges such as climate change and the spread of animal diseases; stresses the importance of ensuring adequate resources for training and knowledge exchange through European instruments, such as the Agricultural Knowledge and Innovation Systems;

9. Highlights the fact that digitalisation is a crucial tool in the development and enhancement of the value of rural areas, including inner areas, and plays a key role in addressing depopulation and attracting young people to these areas; welcomes the digital transformation in agriculture and rural areas, including its use in irrigation, to improve the efficiency, environmental, social and economic sustainability, traceability and precision of agricultural systems, ensuring more effective use of the EU’s budgetary resources and promoting entrepreneurship in rural areas, thus making them more attractive to people and businesses; calls on the Commission and the Member States, in this context, to strengthen the technological and communications infrastructure in rural areas, including broadband internet coverage, and encourages them to leverage technologies to enhance access to critical information and digitalise administrative processes for CAP support so as to reduce the bureaucratic burden and enable more efficient access to support and services; recalls that the uptake of innovative digital technologies requires sufficient funding, as well as targeted training, education and support programmes for farmers, particularly for small-scale and older farmers, to ensure equitable and affordable access to digital tools;

10. Notes with concern the continuing loss of farms and farmers, which has a significant socio-economic impact on rural areas; urges, therefore, the EU institutions and Member States to address labour and skills shortages by stepping up their efforts to promote generational renewal in the agricultural sector and rural areas, including in outermost regions and inner areas; highlights the importance of improving the profitability of the agricultural sector by enhancing fiscal and support measures that make farming activities more attractive and by improving access to land, financing and insurance, particularly for women, families involved in small-scale farming, marginalised groups and first-time farmers, such as young people; underlines that young farmers have the potential to be a driving force in sustainable and climate-friendly farming and highlights the need to empower them, including through the use of Union funds and adapted advisory and training tools; underlines that building and modernising rural infrastructure improves the quality of life in rural areas, which is essential for generational renewal; proposes, in this context, the inclusion of a specific indicator in future policies to monitor the rate of generational renewal and the level of services and infrastructure in rural areas;

11. Calls for EU programmes to prioritise projects that safeguard existing jobs in the agricultural sector and promote the creation of quality employment; stresses that all jobs in the agricultural sector must respect workers’ rights, provide stable and regulated pay, and ensure good working conditions; emphasises the importance of effectively combating poverty and social exclusion in rural areas;

12. Recalls the challenges that the agri-food sector has faced and is facing, such as the COVID-19 crisis, the harmful effects of the Russian invasion of Ukraine, natural disasters and rising input costs; regrets that direct payments and CAP subsidies have decreased significantly in real terms due to inflation, resulting in difficulties in implementing rural development measures, while the administrative burden on farmers has increased due to the accumulation of bureaucracy; calls on the Commission to allocate adequate resources to help farmers cope with those inflationary effects, including fuel costs, and underscores that the 2 % deflator of the current MFF does not compensate for the loss of value resulting from inflation; asks the Commission to provide a more flexible deflator in the next MFF and, furthermore, to work closely with the Member States to implement best practices at national and European levels to help farmers cope with inflation and record costs;

13. Requests that, following the repeated economic crises and extreme weather events caused by climate change that have affected agricultural companies, the unspent resources of the 2014-2022 rural development plans be spent by 31 December 2026 as a derogation from the N+3 rules laid down in Article 38 of Regulation (EU) No 1306/2013 [27];

14. Welcomes the decision of the European Investment Bank to identify agriculture and the bio-economy as key priorities in its 2024-2027 Strategic Roadmap;

15. Expresses its concern about the adverse effects on the European agri-food sector of political instability in certain Member States and at global level, as well as of geopolitical tensions related to trade or international crises; underlines that the signing of the Mercosur Agreement in December 2024 will have implications for Union farmers and producers; invites the Commission to improve trade agreements to protect EU farmers, to ensure fair competition and a level playing field, and to allocate sufficient funds to mitigate the negative effects of trade agreements on the agricultural sector; recalls that European farmers may face unfair competition from third country producers who do not meet the same production standards as those in the EU and calls therefore for a proper level of reciprocity; reiterates the negative cascade effects of Russia’s war of aggression against Ukraine on global food security and farmers’ livelihoods; highlights the need to make sure that the reform of the Association Agreement between the EU and Ukraine provides stability and protection for EU farmers; highlights the need to start better preparation for an enlargement of the Union, taking account of European farmers’ interests, especially with regard to the adoption of balanced and enhanced measures to safeguard the European agricultural sector, while also ensuring support for Ukraine;

16. Calls on the Commission to encourage Member States to revise their national strategic plans, including the rapid use of funds from the European Agricultural Fund for Rural Development, and to provide funding to strengthen the relative negotiating positions of farmers in value chains, and for the Commission to swiftly approve these modifications;

17. Stresses the vital importance of the programme of options specifically relating to remoteness and insularity (POSEI) for maintaining agricultural activity in the outermost regions of Europe, for the provision of food and agricultural products there and for the food sovereignty of the EU as a whole; calls for the budget of the scheme, which has not been increased since 2013, to be increased to reflect the real needs of farmers in the outermost regions, as farmers in those areas are facing higher production costs; calls therefore on the Commission to apply without delay a 2 % deflator to the POSEI financial envelopes in order to mitigate the substantial losses for producers in real terms and ensure fairer support for all farmers;

18. Urges the Commission to ensure adequate resources for the implementation of an EU water management strategy and to continue developing water collection, storage and distribution activities, while preserving the status of water bodies, in order to render the use of water reserves more efficient in agriculture, both in crop irrigation and livestock farming, given that droughts are becoming increasingly severe across the Union.

ANNEX: ENTITIES OR PERSONS
FROM WHOM THE RAPPORTEUR HAS RECEIVED INPUT

INFORMATION ON ADOPTION BY THE COMMITTEE ASKED FOR OPINION

Date adopted	18.2.2025
Result of final vote	+: –: 0:	34 2 8
Members present for the final vote	Sergio Berlato, Stefano Bonaccini, Mireia Borrás Pabón, Daniel Buda, Waldemar Buda, Gheorghe Cârciu, Asger Christensen, Barry Cowen, Carmen Crespo Díaz, Ivan David, Valérie Deloge, Paulo Do Nascimento Cabral, Herbert Dorfmann, Carlo Fidanza, Luke Ming Flanagan, Maria Grapini, Cristina Guarda, Martin Häusling, Krzysztof Hetman, Céline Imart, Elsi Katainen, Stefan Köhler, Norbert Lins, Cristina Maestre, Dario Nardella, Maria Noichl, Gilles Pennelle, André Rodrigues, Katarína Roth Neveďalová, Bert-Jan Ruissen, Eric Sargiacomo, Christine Singer, Raffaele Stancanelli, Anna Strolenberg, Pekka Toveri, Jessika Van Leeuwen, Veronika Vrecionová, Thomas Waitz, Maria Walsh
Substitutes present for the final vote	Peter Agius, Benoit Cassart, Ton Diepeveen, Elisabetta Gualmini, Esther Herranz García

FINAL VOTE BY ROLL CALL BY THE COMMITTEE ASKED FOR OPINION

34	+
ECR	Sergio Berlato, Waldemar Buda, Carlo Fidanza, Bert-Jan Ruissen, Veronika Vrecionová
NI	Katarína Roth Neveďalová
PPE	Peter Agius, Daniel Buda, Carmen Crespo Díaz, Paulo Do Nascimento Cabral, Herbert Dorfmann, Esther Herranz García, Krzysztof Hetman, Céline Imart, Stefan Köhler, Norbert Lins, Pekka Toveri, Jessika Van Leeuwen, Maria Walsh
PfE	Raffaele Stancanelli
Renew	Benoit Cassart, Asger Christensen, Barry Cowen, Elsi Katainen, Christine Singer
S&D	Stefano Bonaccini, Gheorghe Cârciu, Maria Grapini, Elisabetta Gualmini, Cristina Maestre, Dario Nardella, Maria Noichl, André Rodrigues, Eric Sargiacomo

2	–
PfE	Ton Diepeveen
The Left	Luke Ming Flanagan

8	0
ESN	Ivan David
PfE	Mireia Borrás Pabón, Valérie Deloge, Gilles Pennelle
Verts/ALE	Cristina Guarda, Martin Häusling, Anna Strolenberg, Thomas Waitz

Key to symbols:

+ : in favour

– : against

0 : abstention

LETTER OF THE COMMITTEE ON BUDGETARY CONTROL (18.2.2025)

Mr Johan Van Overtveldt

Chair

Committee on Budgets

BRUSSELS

Subject: Opinion on Guidelines for the 2026 Budget – Section III (2024/2110(BUI))

Dear Mr Van Overtveldt,

Under the procedure referred to above, the Committee on Budgetary Control has been asked to submit an opinion to your committee. At its meeting of 18 February 2025, the committee decided to send the opinion in the form of a letter.

Yours sincerely,

Niclas Herbst

CONT Chair

Rapporteur for the Commission Discharge

OPINION

1. Recalls its strong commitment to the fundamental principles and values enshrined in the Treaty on European Union (TEU) and the Treaty on the Functioning of the European Union (TFEU);

2. Stresses the fundamental importance of respect for the rule of law to protect the financial interests of the Union in the implementation of EU funds; recalls the improvements needed in the application of the Rule of law Conditionality Regulation and a swifter follow-up by the Commission on breaches of the rule of law principles that affect or risk affecting the EU financial interests, including the Single Market dimension, as for example procurement and state aid;

3. Stresses that the sound and timely implementation of the budget contributes to addressing more efficiently and effectively the needs and challenges faced by the Union and its citizens in different policy areas; warns that the implementation of the budget under time pressure may lead to an increase in errors and irregularities;

4. Recalls that for the last years all available flexibility measures in the EU Budget were used; reiterates the need for flexibility in the EU Budget to address potential new circumstances where EU action is necessary; notes that increasingly the headroom in the EU Budget is used to provide funding to respond to crises; notes in addition, that exposure of the EU Budget to guarantees and contingent liabilities is projected to rise in the coming years, putting additional strain on the headroom in the Budget which further limits the flexibility of the EU Budget, as are the increased interest payments for NGEU related borrowing; urges the Commission to work on a more stringent risk assessment framework to define the exposure more accurately to prevent over-burdening of the EU Budget;

5. Stresses the need to protect the EU Budget from any misuse, particularly fraud and corruption, and calls on the Commission to continue to be vigilant and proactive in the current and future cases when the lack of respect for Union values and the Rule of Law affect or threaten to affect the Union’s financial interests;

6. Stresses the importance of the EU anti-fraud architecture and the need to provide increased resources and to strengthen the role of the European anti-fraud office (OLAF), the European Public Prosecutor’s Office (EPPO), the European Union Agency for Criminal Justice Cooperation (Eurojust) and the European Union Agency for Law Enforcement Cooperation (Europol) in the fight against fraud and corruption; stresses the need for a comprehensive cooperation between all these institutions;

7. Notes that while the digital transformation is indispensable to increase the efficiency, control and transparency of the EU Budget, this shift has also heightened its exposure to cyber fraud affecting the financial interests of the Union; calls on the Commission to allocate sufficient funds to strengthen EU digital infrastructure, research and development while ensuring that investments in cybersecurity are impactful and contribute to the overall protection of the Union’s financial interests;

8. Is concerned that total outstanding commitments are reaching record levels for several years now; notes that the Commission projects outstanding commitments to decrease after 2024, when NGEU draws to a close; considers that until the projected decrease of the RAL, the risk of decommitments, and a related reduction of EU added value for the EU Budget, remains high; calls on the Commission to enact a more strategic, transparent, and proactive approach to managing decommitments, also considering the use of decommitments in the cascade mechanism;

9. Is concerned that the Union’s debt continues to rise, with a large share of this increase attributed to the temporary recovery instrument NGEU; is concerned that the increased debt and the associated higher interest costs will have long-term consequences on the EU’s fiscal stability, potentially leading to greater financial strain and a reduced capacity to respond to future challenges or invest in key strategic areas; encourages the Commission to explore options to reduce the overall debt burden, such as optimising the timing and structure of debt issuance, and consider alternative financing mechanisms that could reduce reliance on high-interest debt; stresses that introducing new own resources is also necessary to prevent future generations from bearing the burden for past debts;

10. Expresses regret that the overall error rate estimated by the Court has been increasing since the 2020 financial year, reaching 5,6 % for the 2023 financial year; notes significant variations in error rates across different budget headings, with some areas reporting error rates below the materiality threshold of 2 %, while cohesion policy has an error rate as high as 9,3 %; notes in particular the conclusion that errors found in 100 % EU-funded priorities contributed 5,0 % to the total estimated level of error of 9,3 %; is concerned that increasing flexibilities without at the same time either decreasing requirements or increasing ex ante checks and controls contributed to the high error rate; calls on the Commission to take careful consideration of the lessons learned from the implementation of EU crisis response tools, such as increased flexibility;

11. Notes that the Court issued a qualified opinion on the legality and regularity of the RRF expenditure in 2023; expresses concern that the Court found 7 out of 23 RRF payments made in 2023 were impacted by quantitative issues, with 6 of these payments being affected by material errors; notes in addition that absorption of RRF funds was delayed in 2023, and that Member States may not be able to complete all measures at the end of the RRF’s implementation period; notes further that the second half of the RRF’s implementation period (post 2023) is more challenging with an increase in number of milestones and targets to be implemented, a shift from reforms to investments, and a high proportion of measures to be completed in the last year; calls on the Commission to support the Member States’ authorities in the implementation of funds, in particular where additional administrative capacity is needed, to stimulate absorption and reduce the occurrence of errors; calls on the Commission to transparently inform the Parliament about the progress of implementation and absorption of funds and to timely propose solutions where bottlenecks in the implementation are observed;

12. Recalls the importance of protecting the Union’s own resources from any fraudulent irregularity and, to that end, stimulate the cooperation between anti-fraud services and customs agencies to detect, prevent and correct fraud affecting Union revenue; recalls its position on the amended Commission proposals endorsing the introduction of new own resources.

ANNEX: ENTITIES OR PERSONS
FROM WHOM THE RAPPORTEUR FOR OPINION HAS RECEIVED INPUT

The Chair in his capacity as rapporteur for opinion declares under his exclusive responsibility that he did not receive input from any entity or person to be mentioned in this Annex pursuant to Article 8 of Annex I to the Rules of Procedure.

LETTER OF THE COMMITTEE ON THE ENVIRONMENT, CLIMATE AND FOOD SAFETY (18.2.2025)

Mr Johan Van Overtveldt

Chair

Committee on Budgets

BRUSSELS

Subject: Opinion on Guidelines for the 2026 Budget – Section III (2024/2110(BUI))

Dear Mr Chair,

The Coordinators of the Committee on the Environment, Climate and Food Safety (ENVI) decided on 16 December 2024 that ENVI would provide an opinion on the Guidelines for the 2026 budget – Section III (2024/2110(BUI)) in the form of a letter. Therefore, as both ENVI Chair and Standing Rapporteur for the Budget, let me provide you with ENVI’s contribution in the form of resolution paragraphs, which was adopted by ENVI at its meeting [28] of 18 February 2025 and which I kindly request will be taken into account by your committee:

1. Highlights that the current serious geopolitical context requires the Union to allocate sufficient resources for accelerating the green transition to transform the EU into a modern, resource-efficient and competitive economy; calls on the Commission and Member States to ensure the full execution of the REPowerEU Plan to accelerate the deployment of renewable energy sources and of energy efficiency technologies to speed up the green transition and end dependency on fossil fuels

2. Stresses the importance of the Paris Agreement’s goal of keeping the global average temperature increase below 1,5°C compared to pre-industrial times; recalls the Union’s obligations to deliver the financial commitments made for international climate financing; considers that the Union should continue leading the efforts towards decarbonisation at global level;

3. Stresses that the Union’s budget for 2026 should be aligned with the realisation of the European Union’s objectives to reduce pollution and enhance biodiversity, as well as the long-term vision for a prosperous, modern, competitive and climate-neutral economy, the legally enshrined objective to reach climate neutrality by 2050 and the Union’s intermediate climate targets for 2030 and 2040, as laid down in the European Climate Law;

4. Points out that the European Green Deal is a growth strategy, whose effective implementation with adequate funding is fundamentally connected to the Union’s strength and competitiveness; believes that the future Clean Industrial Deal and Circular Economy Act should further increase the Union’s competitiveness capacity and sustainability and resource-efficiency to achieve the European Green Deal objectives and ensure a just and inclusive transition;

5. Reminds that the EU’s long-term budget for 2021-2027, together with NextGenerationEU, is aimed at implementing the EU’s long-term priorities in various areas, including climate and the environment; emphasizes, specifically, that 30 % of total EU expenditures under the MFF have to be allocated to climate-related projects, including clean-tech and innovation projects; stresses that the future Multi-Financial Framework post-2027 should maintain the level of ambition on climate and environment protection;

6. Considers it unacceptable that the Union did not reach its objective of allocating at least 7.5 % of annual expenditure to biodiversity in 2024; calls on the Member States and Commission to take the necessary measures to ensure that the 10 % objective will be reached in both 2026 and 2027 in order to achieve concrete outcomes, including the objectives set in the Kunming-Montreal Agreement, whilst ensuring cost-effectiveness and long-term sustainability; notes the importance of the Common Agriculture Policy (CAP) to reach biodiversity objectives;

7. Emphasises the need to allocate sufficient funding for each individual budget line that contributes to the achievement of the green transition, with a particular focus on sustainability, climate change, innovation, competitiveness, resource-efficiency and biodiversity conservation, such as attention to bees and pollinators’ protection and their role as indicators for healthy ecosystems; emphasizes the importance of the Social Climate Fund (SCF), established to support vulnerable groups in the Union’s green transition;

8. Highlights the importance of improving disaster prevention and preparedness by implementing climate adaptation measures, allowing the Union to better prevent and respond to emergencies like recent climate change events; emphasizes the ongoing need to ensure sufficient funding for the Union’s civil protection mechanism;

9. Notes the relevance of the reports adopted by the European Court of Auditors (ECA) in relation to the management of EU funds linked to climate and environment; urges the Commission and the Member States to implement the recommendations of the reports, in particular report 15/2024 on climate adaptation [29] regarding the need to ensure that all relevant EU-funded projects are adapted to the current and future climate conditions; recalls the importance of the ECA recommendations in its special report 14/2024 [30], emphasising the need for the Commission to better estimate climate spending under future funding instruments, to ensure their adequate design, and to enhance the performance of green transition measures;

10. Emphasises the need for more ambitious funding allocations for programs like LIFE to support climate and environment-related projects, as well as for the Just Transition Fund to assist the most vulnerable carbon-intensive regions in addressing the economic and social impacts of the climate transition to leave no one behind; emphasises that the funding under LIFE is crucial for the protection of nature and biodiversity, the transition towards an energy efficient, circular, climate neutral, competitive and climate resilient economy and for democratic participation in decision-making processes; notes that efficient and result-driven climate and biodiversity financing should be integrated into programming activities, while remaining flexible enough to address the diverse needs of different regions and sectors;

11. Reminds that a stronger European Health Union requires adequate funding with health-related expenditure that follows the ‘One Health’ and ‘Health in all policies’ approaches, securing the proper implementation of, inter alia, the European Health Data Space and of the Europe’s Beating Cancer Plan;

12. Strongly reiterates its regrets over the redeployment from the EU4Health programme of 1 billion EUR over the 2025-2027 period; considers that this funding shortfall threatens the programme’s ability to achieve its critical objectives; renews its call for the Commission, Member States, and other stakeholders to identify practical solutions to offset this cut, ensuring that the programme’s objective of building stronger, more resilient, and more accessible health systems is achieved; calls as well for increased amounts allocated to Cluster Health in Horizon Europe; recognises that stronger health systems directly contribute to economic stability and productivity by reducing health-related workforce disruptions and increasing the resilience of the labour market;

13. Highlights the importance of effectively allocating sufficient human and financial resources to all relevant DGs for the implementation of the adopted legislation related to climate environment, chemicals and health as well as to the relevant European agencies, including the European Environment Agency (EEA), the European Chemicals Agency (ECHA) and the European Food Safety Authority (EFSA), the European Centre for Disease Prevention and Control (ECDC) and the European Medicines Agency (EMA);

14. Highlights the need for a strengthened EU own resources system that can address current challenges while supporting the Union’s environmental, climate and health objectives; stresses the importance of implementing the Carbon Border Adjustment Mechanism effectively, enabling the Commission to take compensatory measures to address any shortfalls in meeting the EU budget’s overall climate spending target.

I have sent a similar letter to Mr Andrzej Halicki, general rapporteur for the 2026 budget.

Yours sincerely,

Antonio Decaro

ANNEX: ENTITIES OR PERSONS
FROM WHOM THE RAPPORTEUR HAS RECEIVED INPUT

The Chair in his capacity as rapporteur for the opinion declares under his exclusive responsibility that he did not receive input from any entity or person to be mentioned in this Annex pursuant to Article 8 of Annex I to the Rules of Procedure.

LETTER OF THE COMMITTEE ON INDUSTRY, RESEARCH AND ENERGY (19.2.2025)

Mr Johan VAN OVERTVELDT

Chair

Committee on Budgets

BRUSSELS

Subject: Opinion in the form of a letter on the Guidelines for the 2026 budget – Section III (2024/2110(BUI))

Dear Mr Chair,

Under the procedure referred to above, the Committee on Industry, Research and Energy has been asked to submit an opinion to your committee. On 19 February 2024, the committee adopted an opinion in the form of letter during its regular meeting.

The Committee on Industry, Research and Energy calls on the Committee on Budgets, as the committee responsible, to incorporate the following suggestions into its motion for a resolution.

Yours sincerely,

Borys BUDKA

ITRE Chair

SUGGESTIONS

1. Recalls that the Union Budget for 2026 should concretely reflect the political priorities of the new legislative term, considering also the various pledges made by Commissioners during their confirmation hearings in Parliament in November 2024; insists that the 2026 budget needs to fully implement all programmes agreed under the current Multiannual Financial Framework (MFF), as well as set in motion and finance new strategic EU initiatives, such as the Clean Industrial Deal for competitive industries and quality jobs; underscores that the 2026 budget must be aligned with the Union’s objectives and international commitments;

2. Notes that multiple challenges facing Europe require greater investment and coordination at European level, as well as more concrete action by Member States; calls on the Commission to propose a Union Budget for 2026 that reflects the urgent nature of these challenges; among others, the ongoing Russian invasion of Ukraine and hybrid attacks on Member States and their energy and digital infrastructure; maintains this requires multiple forms of EU and national level investments and preparedness, including improving the resilience of digital and energy infrastructure, direct support for Ukraine, accelerated investment in Europe’s defence industry, and support for the EU’s Eastern border regions most directly impacted by the war and Russian hybrid operations; the need to strengthen Europe’s economic competitiveness and industrial base in a volatile environment where global competitors benefit from extensive state support, leading to unfair competition for European companies; the urgent necessity to improve Europe’s research and innovation capabilities, including greater support for SMEs, start-ups and scale-ups; the digital revolution, including the acceleration of artificial intelligence and growing concerns about cybersecurity; and the need to achieve a just climate transition, as we adapt our economy to the Union’s long-term energy goals and climate neutrality by 2050, by accelerating the decarbonisation in Europe’s energy markets, implementing European Green Deal legislation and achieving a circular economy;

3. Notes that EU companies face considerably higher electricity and gas prices compared with the USA, China and other global actors, which presents a significant competitiveness disadvantage, especially but not only for Europe’s energy intensive industries; emphasises the need to tackle energy poverty and limit the damaging effects of high energy prices on European consumers, many of whom are already struggling with a high cost of living; stresses the importance of reducing EU dependence on fossil-fuels and improving energy efficiency; underlines that security of supply concerns remain paramount and should be addressed in the 2026 budget, given that energy supplies are easily weaponised by state actors; insists on the need to improve energy interconnections, modernise energy grids, integrate a higher share of renewables while ensuring sufficient clean baseload energy and system flexibilities, therefore calls for significantly increased funding for the Connecting Europe Facility – Energy, which is the flagship EU programme in this field but currently has limited resources to credibly advance Europe towards an interconnected, resilient and decarbonised energy system, able to deliver affordable prices; calls for urgently ending any remaining EU import dependencies on Russia:

4. Recalls the need to strengthen the resilience of the EU economy and the competitiveness of Union industries, with ambitious EU industrial policies that can create quality jobs and contribute significantly towards achieving the EU’s social, digital and green objectives, whilst preserving a level playing field in the Single Market; therefore believes that the Union Budget for 2026 should mark the start of the investment boost recommended in the Draghi report by investing strongly in industrial competitiveness, open strategic autonomy and creating pathways towards decarbonisation, while securing EU supply chains for strategic sectors and technologies and improving access to critical raw materials; insists that the 2026 budget must continue strengthening the Union’s competitiveness with increased support for SMEs, midcaps and start-ups, including greater support for scale up to compete globally, in particular through the European Innovation Council;

5. Recalls that the 2026 budget for Horizon Europe will be the first after the mid-term review of this strategic EU programme, and therefore needs to offer sufficient investment in fundamental and applied research, foster collaborative research and facilitate the scale-up and commercialisation of research results to ensure Europe can retain and further develop the necessary knowledge base to confront the scientific and economic challenges of the coming decades; regrets that the existing level of Horizon Europe funding is ultimately insufficient to develop the ideas and technologies necessary for the twin green and digital transitions, or to fully deliver on the stated EU goals of sustainable growth and open strategic autonomy; calls for an increase in the 2026 budget for Horizon Europe, including through the reuse of all available decommitments allowing each sub-programme to fund at least 50% of all excellent proposals, given that presently a majority of excellent proposals remain unfunded; calls for maintaining stable and sufficient funding of the ITER project;

6. Stresses that significant investments are necessary to address Europe’s connectivity gap and other Digital Decade 2030 targets; recalls that the European Commission estimates that achieving the full gigabit target could exceed €200 billion; calls therefore for adequate resources to be allocated to provide high speed connectivity including gigabit and 5G services, in addition to investments in next generation digital infrastructures and emerging technologies; calls for further investments that foster the development of European digital sovereignty and an EU-based digital sector in order to catch up in crucial areas such as quantum computing and Artificial Intelligence; calls on the Commission to allocate sufficient resources to ensure the full implementation and robust enforcement of the Digital Services Act and the Digital Markets Act; stresses the importance of tackling foreign interference, addressing the dangers of biased algorithms, and safeguarding transparency, accountability, and the integrity of the digital public space.

7. Underlines that a strong and sustainable European space sector is fundamental for European security, open strategic autonomy, secure connectivity, protection of critical infrastructure and advancing the twin green and digital transitions; regrets that EU and its Member States funding for space programmes is highly fragmented and only a fraction of the level in the US, while other global actors including China are rapidly increasing investments; calls on the Commission and Member States to ensure sufficient funding for the European space industry, which includes fostering investments from the private sector; calls furthermore for a sufficient level of EU investments supporting R&I in the field of space;

8. Calls for adequate funding and staffing for all agencies and Union bodies in the policy areas of industry, research, energy, space and cybersecurity, in order to cope with increased workload and new regulatory obligations;

ANNEX: ENTITIES OR PERSONS
FROM WHOM THE RAPPORTEUR HAS RECEIVED INPUT

LETTER OF THE COMMITTEE ON CULTURE AND EDUCATION (19.2.2025)

Mr Johan Van Overtveldt

Chair

Committee on Budgets

BRUSSELS

Subject: Opinion on Guidelines for the 2026 Budget –Section III 2024/2110(BUI)

Dear Mr Van Overtveldt,

to above, the Committee on Culture and Education has been asked to submit an opinion to your committee. At its meeting of 3 December 2024, the committee decided to send the opinion in the form of a letter. It considered the matter at its meeting of 19 February 2025 and adopted the opinion at that meeting [31].

The Committee on Culture and Education:

1. Insists that funding for the most successful EU and crucial programmes like Erasmus+, the European Solidarity Corps (ESC), Creative Europe and the Citizens, Equality, Rights and Values (CERV) programme has to be excluded from debt repayment needs for the European Union Recovery Instrument (EURI) over the whole remaining MFF period; stresses that the ‘EURI cascade mechanism’ has to be implemented effectively, protecting important programme initiatives that directly benefit citizens;

2. Welcomes further simplification in line with EP calls, e.g. through the use of lump sums in Erasmus+ , for the programmes that are close to the citizens and need to be accessible also for organisations with limited administrative capacities, and calls for further efforts to achieve that end; underlines that attention should be given to peripheral, mountainous and rural areas that experience more difficulties in accessing EU funds; calls on the Commission to continue to share regularly with Parliament, including the Committee on Culture and Education, updated indicators and statistics on the absorption of funds in these programmes;

3. Welcomes that mobility grants under Erasmus+ were increased to offset rising living costs, upon Parliament’s insistence on an increase to the programme’s budget, to ensure that the programme remains accessible and inclusive;

4. Stresses necessary efforts to widen participation and to meet inclusivity targets in order to widen the participation of the most vulnerable youth groups and people with disabilities;

5. Strongly warns against any cuts, and calls for an increase of the funding for the programme, taking into account the high implementation rates and absorption capacities of the programme; calls in particular to preserve funding to initiatives that support teacher development, such as the European Universities and the Erasmus+ Teacher Academies; highlights the growing number of applicants – e.g. a 94% increase in school education mobility applications from 2022 to 2023 ; regrets, however, the consequence of lower success rates, notably for school accreditations, which underscores the need for a substantial funding increase to meet the growing demand;

6. Insists that all funding initially allocated to the programme will be used for investing in the future of young people;

7. Emphasises the need to support sport under Erasmus+ to promote its role in improving physical and mental health and social inclusion, and to fight discrimination;

8. Deplores the additional, unanticipated costs for the media strand of Creative Europe, including the implementation of not only the AVMSD, but also of EMFA, including the secretariat of the European Board for Media Services, an additional expenditure that was not taken into account when the current MFF was set up; insists that new initiatives should always be financed from fresh money;

9. Stresses that the budget for the Creative Europe programme is insufficient to meet the high demand for projects across all its strands, with alarmingly low success rates (e.g. 17% in 2023 under the culture strand); calls for an increase of its funding and highlights the need for synergies between Creative Europe and other EU funds.

10. Calls for an increase in funding for the ESC programme, given the modest year-on-year increases of about 2% of its budget under the MFF, which is not sufficient to offset inflation rates, and the fact that it is heavily over-subscribed, resulting in a high rejection rate and, therefore, in many cases, disappointment for the young applicants; welcomes the fact that the number of participants with fewer opportunities in the programme (38%) is the highest of any EU programme and should be maintained;

11. Stresses the importance of the CERV programme for building bridges between European citizens from different Member States and promoting their engagement and participation in the democratic life of the Union, while also contributing to preserving social cohesion and helping to prevent democratic backsliding, particularly in the current challenging political situation; insists, therefore, on an increase for its budget;

12. Points out that pilot projects and preparatory actions (PPs and PAs) serve as testbeds for new policy initiatives and need adequate funding to properly fulfil that function; deplores any attempts to thwart potentially successful proposals for PPs and PAs already at the selection stage and calls for better cooperation between the Commission and the European Parliament on the selection and implementation of PPs and PAs.

Yours sincerely,

Nela Riehl

ANNEX: ENTITIES OR PERSONS
FROM WHOM THE RAPPORTEUR HAS RECEIVED INPUT

LETTER OF THE COMMITTEE ON CONSTITUTIONAL AFFAIRS (18.2.2025)

Mr Johan Van Overtveldt

Chair

Committee on Budgets

BRUSSELS

Subject: Opinion on Guidelines for the 2026 Budget – Section III (2024/2110(BUI))

Dear Mr Van Overtveldt,

Under the procedure referred to above, the Committee on Constitutional Affairs has been asked to submit an opinion to your committee. At its meeting of 29 January 2025, the committee decided to send the opinion in the form of a letter.

The Committee on Constitutional Affairs considered the matter at its meeting of 18 February 2025. At that meeting [32], it decided to submit the opinion set out below to the Committee on Budgets, as the committee responsible.

Yours sincerely,

Sven Simon

OPINION

1. Points out that future substantial EU enlargement cannot be met without a larger EU budget and sufficient new own resources; calls for the necessary budgetary and institutional reforms to be agreed and adopted before substantial enlargement takes place;

2. Reminds of the need to secure proper financing for the structures within the EU institutions that are responsible for communication with citizens and countering disinformation such as the Commission Representations and European Parliament Liaison Offices, in order to enable them to effectively fulfil their tasks;

3. Recommends that the Authority for European Political Parties and European Political Foundations receives adequate resources, in particular for staffing purposes in view of the significant enlargement of its tasks as foreseen by the Commission proposal for the recast of Regulation (EU, Euratom) 1141/2014;

4. Urges the Committee on Budgets to incorporate the above mentioned budget lines augmentations in its position, as they serve the purpose of delivering concrete results and quality communication to citizens.

ANNEX: ENTITIES OR PERSONS
FROM WHOM THE RAPPORTEUR HAS RECEIVED INPUT

The Chair declares under his exclusive responsibility that he did not receive input from any entity or person to be mentioned in this Annex pursuant to Article 8 of Annex I to the Rules of Procedure.

INFORMATION ON ADOPTION IN COMMITTEE RESPONSIBLE

Date adopted	20.3.2025
Result of final vote	+: –: 0:	27 8 0
Members present for the final vote	Georgios Aftias, Rasmus Andresen, Isabel Benjumea Benjumea, Olivier Chastel, Tamás Deutsch, Angéline Furet, Thomas Geisel, Andrzej Halicki, Monika Hohlmeier, Alexander Jungbluth, Fabienne Keller, Ondřej Kovařík, Janusz Lewandowski, Victor Negrescu, Danuše Nerudová, João Oliveira, Karlo Ressler, Bogdan Rzońca, Julien Sanchez, Hélder Sousa Silva, Nicolae Ştefănuță, Carla Tavares, Nils Ušakovs, Lucia Yar, Auke Zijlstra
Substitutes present for the final vote	Stine Bosse, Mohammed Chahim, Rasmus Nordqvist
Members under Rule 216(7) present for the final vote	Sakis Arnaoutoglou, Łukasz Kohut, Marit Maij, Arkadiusz Mularczyk, Mirosława Nykiel, Leire Pajín, Krzysztof Śmiszek

FINAL VOTE BY ROLL CALL BY THE COMMITTEE RESPONSIBLE

27	+
ECR	Arkadiusz Mularczyk, Bogdan Rzońca
PPE	Georgios Aftias, Isabel Benjumea Benjumea, Andrzej Halicki, Monika Hohlmeier, Łukasz Kohut, Janusz Lewandowski, Danuše Nerudová, Mirosława Nykiel, Karlo Ressler, Hélder Sousa Silva
Renew	Stine Bosse, Olivier Chastel, Fabienne Keller, Lucia Yar
S&D	Sakis Arnaoutoglou, Mohammed Chahim, Marit Maij, Victor Negrescu, Leire Pajín, Krzysztof Śmiszek, Carla Tavares, Nils Ušakovs
Verts/ALE	Rasmus Andresen, Rasmus Nordqvist, Nicolae Ştefănuță

8	–
ESN	Alexander Jungbluth
NI	Thomas Geisel
PfE	Tamás Deutsch, Angéline Furet, Ondřej Kovařík, Julien Sanchez, Auke Zijlstra
The Left	João Oliveira

Key to symbols:

+ : in favour

– : against

0 : abstention

MIL OSI Europe News –

March 26, 2025

MIL-OSI: Provident Bank Announces $950,000 in NRTC Funding Awards to Ten New Jersey Non-Profit Organizations
Source: GlobeNewswire (MIL-OSI)

ISELIN, N.J., March 25, 2025 (GLOBE NEWSWIRE) — Provident Bank, a leading New Jersey-based financial institution, announced today that the bank has awarded $950,000 in funding to ten non-profit organizations as part of the New Jersey Department of Community Affairs, Neighborhood Revitalization Tax Credit (NRTC) Program for fiscal year 2025. The nonprofit organizations will use the funding to implement revitalization plans that address housing and economic development, provide opportunities for entrepreneurs to start businesses and job training for local residents, as well as complementary activities such as social services, recreational activities, and open space improvements. The New Jersey Department of Community Affairs (DCA) served as the intermediary agency between the non-profit organizations and Provident Bank.

NRTC program funding from Provident Bank has been awarded by the New Jersey Department of Community Affairs to the following non-profit organizations:
- Clinton Hill Community Action – $100,000 for the revitalization of the Upper Clinton Hill neighborhood in Newark.
- Greater Bergen Community Action – $50,000 for improvements to the River to Rail neighborhood district in Garfield.
- HANDS, Inc. – $50,000 for advancements to the city of Orange and surrounding neighborhoods.
- Isles, Inc. – $150,000 for youth development, community revitalization, wealth innovation and the promotion of healthy living (energy efficiency, open space improvements, and access to locally grown food) for residents of downtown Trenton and east Trenton.
- Jewish Renaissance Foundation – $150,000 for the Perth Amboy Alliance for Community 2025.
- New Jersey Community Development Corporation – $100,000 for the improvement of the Great Falls/Spruce Street neighborhood of Paterson.
- NORWESCAP South Main Street – $50,000 for the revitalization of the South Main Street neighborhood in downtown Phillipsburg.
- NORWESCAP Sussex Borough – $50,000 for the revitalization of downtown Sussex Borough.
- Paterson Habitat for Humanity – $150,000 for Eastside Homes, Youth Development & Green Spaces for Everyone in the Northside neighborhood of Paterson.
- Perth Amboy Redevelopment Team for Neighborhood Enterprise and Revitalization- $100,000 for community improvements, housing services and economic opportunities for residents of the Gateway neighborhood of Perth Amboy.
“Provident Bank is proud to support these impactful non-profit organizations through the NRTC program,” said Mary Brown, Senior Vice President, Chief Compliance Officer. “Our investment in this initiative plays a vital role in helping these organizations fulfill their missions and revitalize their communities, aligning with our ongoing commitment to supporting the neighborhoods we serve,” added Brown.

The NRTC Program, which is administered by DCA’s Division of Housing and Community Resources, is designed to jumpstart the renewal of neighborhoods at risk of experiencing a downturn. It accomplishes this through strategies developed by local residents and community-based nonprofit organizations that assist them, as well as through financial contributions from corporations.

The community organizations prepare, submit, and receive approval from DCA for multi-year revitalization plans for the neighborhoods they serve. The corporations contribute funding to the NRTC Program and in return receive a 100 percent tax credit against various New Jersey state taxes. Every year, projects from the approved revitalization plans are listed in a qualified projects pool from which corporations choose the ones they want to financially support.

The NRTC funds must be used by the nonprofit organizations for projects and activities that will implement the goals of the approved neighborhood plans.

About Provident Bank

Founded in Jersey City in 1839, Provident Bank is the oldest community-focused financial institution based in New Jersey and is the wholly owned subsidiary of Provident Financial Services, Inc. (NYSE:PFS). With assets of $24.05 billion as of December 31, 2024, Provident Bank offers a wide range of customized financial solutions for businesses and consumers with an exceptional customer experience delivered through its convenient network of 140 branches across New Jersey and parts of New York and Pennsylvania, via mobile and online banking, and from its customer contact center. The bank also provides fiduciary and wealth management services through its wholly owned subsidiary, Beacon Trust Company, and insurance services through its wholly owned subsidiary, Provident Protection Plus, Inc. To learn more about Provident Bank, go to www.provident.bank or call our customer contact center at 800.448.7768.

Media Contact:
Provident Bank
Keith Buscio – keith.buscio@provident.bank
Vested – providentbank@fullyvested.com

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/cf2971dc-7379-432f-a17d-0b4f47ae36f8

The MIL Network –
March 26, 2025
MIL-OSI Asia-Pac: Promotion Export of Products by Self-Help Groups
Source: Government of India (2)

Posted On: 25 MAR 2025 5:01PM by PIB Delhi

As a marketing initiative under Deendayal Antyodaya Yojana- National Rural Livelihoods Mission (DAY-NRLM) SARAS Aajeevika Mela is organised at national and state levels. An export pavilion was in place at SARAS Aajeevika Mela 2025 at Noida, Uttar Pradesh organised by the Ministry of Rural Development to showcase products of Self-Help Groups (SHGs) having export potential, with the primary goal of encouraging and promoting SHGs towards export of their products. Training sessions cum Workshops were conducted in this Mela for capacity building and generating export potential in SHGs, and to creating awareness.

National Institute of Rural Development & Panchayati Raj (NIRD&PR) has conducted a national-level workshop in Delhi on 14th and 15th May 2024 to deliberate the scope of ‘Export Marketing of Handicraft and Handloom Products of SHGs’.

Ministry of Textiles under Marketing component of National Handloom Development Programme (NHDP), organized the following events to provide a marketing platform to artisans and promote export of handicrafts:

(I) Domestic Marketing events including Gandhi Shilp Bazar/Fashion Show/Hiring of Stalls in events organized by other organizations/CDAP.

(II) International Marketing Events in India & Abroad include:
1. International Marketing Events.
2. International Craft Exposure Programme.
3. Buyer Seller Meet & Reverse Buyer Seller Meet.
4. Fairs/Exhibitions/Events on Virtual Platforms.
The Ministry has undertaken tie-ups with eCommerce Players for promotion of SHG products. In collaboration with Government e-Marketplace (GeM) a “SARAS Collection” has been created as a Store Front in GeM for marketing of SHG products. Also, Memorandum of Understandings (MoUs) have been entered between Ministry and Flipkart Internet Pvt. Ltd., Amazon, Fashnear Technologies Pvt. Ltd. (Meesho) and Jiomart respectively to allow the Self Help Groups (SHGs) producers including the artisans, weavers and craftsmen to access national markets through the Flipkart Samarth programme, Amazon Saheli initiative, Meesho and Jiomart for marketing of SHGs products. An e-Commerce platform (www.esaras.in) has also been launched by the Ministry for online marketing of SHG products. eSARAS is also live as a Seller Network Participant on ONDC. Curated products of women SHGs are available on 11 Apps of ONDC network i.e. Paytm, Mystore, Craftsvilla, Jagran, Snapdeal, Novopay, Easypay, Gonuclei, Rubaru, Mappls, Himira.

This information was given by the Minister of State for Rural Development Dr. Chandra Sekhar Pemmasani in a written reply in Lok Sabha today.

*****

MG/RN/KSR/4087

(Release ID: 2114885) Visitor Counter : 28

MIL OSI Asia Pacific News –
March 26, 2025
MIL-OSI Asia-Pac: Government Implements Comprehensive Measures to Boost Exports and Strengthen Trade Competitiveness
Source: Government of India

Posted On: 25 MAR 2025 4:32PM by PIB Delhi

The Government has taken various proactive measures aimed at enhancing domestic capacities, boosting exports, diversifying supply chains, exploring alternate sources of imports and fostering economic resilience. Several key initiatives and policy measures undertaken by the Government to boost exports, attract investments and to promote ease of doing business from time to time are as follows-
1. The Foreign Trade Policy effective from April 01, 2023 is designed to integrate India more effectively into the global market, improve trade competitiveness, and establish the country as a reliable and trusted trade partner.
2. Establishment of 65 Export Facilitation Centres (EFCs) across the country with an aim to provide requisite mentoring and handholding support to exporters especially MSMEs in exporting their products and services to foreign markets.
3. Assistance being provided through several schemes to promote exports, namely, Trade Infrastructure for Export Scheme (TIES) and Market Access Initiatives (MAI) Scheme.
4. The Rebate of State and Central Levies and Taxes (RoSCTL) Scheme to promote labour- oriented certain items of textiles sector export has been implemented since March 07, 2019.
5. Remission of Duties and Taxes on Exported Products (RoDTEP) scheme has been implemented since January 01, 2021. The benefit of RoDTEP scheme had also been extended to sectors like steel, pharma and chemicals with effect from December 15, 2022 to enhance export competitiveness of these sectors. Currently, 10,642 tariff lines (8-digit ITC(HS) Codes) are covered under this Scheme. The budget allocation for RoDTEP Scheme for the current financial year 2024-25 is Rs. 16,575 crores. The benefits of the RoDTEP scheme have also been extended to exports from Domestic Tariff Area (DTA) units till September 30, 2025.
6. A Common Digital Platform for Certificate of Origin has been launched to facilitate trade and increase Free Trade Agreement (FTA) utilization by exporters.
7. Districts as Export Hubs initiative had been launched by identifying products with export potential in each district, addressing bottlenecks for exporting these products and supporting local exporters/manufacturers to generate employment in the district.
8. The Government has launched the Trade Connect e-Platform as an information and intermediation platform for international trade bringing together Indian Missions Abroad and officials from Department of Commerce and other organisations to provide comprehensive services for both new and existing exporters.
9. Active role of Indian missions abroad towards promoting India’s trade, tourism, technology and investment goals has been enhanced. Regular monitoring of export performance with Commercial Missions abroad, Export Promotion Councils, Commodity Boards/Authorities and Industry Associations is being done and corrective measures are being taken from time to time.
10. With the changing trade scenario, India is moving towards having Preferential/Free Trade Agreements (PTA/FTA) wherein customs tariffs and non-tariff barriers are reduced or eliminated on substantial trade items between the PTA/FTA members. At present, India is a member of 13 FTAs and 9 PTAs apart from the negotiations with the EU, the UK, and Oman.
This information was given by the Minister of State for the Ministry of Commerce & Industry, Shri Jitin Prasada, in a written reply in the Lok Sabha today.

***

Abhishek Dayal/ Abhijith Narayanan/ Ishita Biswas

(Release ID: 2114863) Visitor Counter : 15

MIL OSI Asia Pacific News –
March 26, 2025
MIL-OSI Asia-Pac: Speech by FS at 2025 Hong Kong Climate Forum (English only) (with photo/video)

Source: Hong Kong Government special administrative region

Following is the speech by the Financial Secretary, Mr Paul Chan, at the 2025 Hong Kong Climate Forum today (March 25):

Professor Gong Peng (Vice-President and Pro-Vice-Chancellor (Academic Development) of the University of Hong Kong), Dr Dai (Director of the California-China Climate Institute, Dr Dai Fan), Duncan (Legislative Council Member, Mr Duncan Chiu), distinguished guests, ladies and gentlemen,

It is a pleasure to join you all again at the Hong Kong Climate Forum. Let me begin by extending my heartfelt thanks to the University of Hong Kong and the Institute for Climate and Carbon Neutrality for convening this second edition of a truly meaningful initiative.

Building on the strong foundation of last year’s inaugural gathering, this year’s forum deepens our collective focus – from scientific understanding and green investment to youth leadership, health resilience, and the transformative power of technology. The breadth and depth of today’s agenda are both inspiring and necessary. It reminds us that climate change is not a siloed issue; it touches every corner of our economy, society and daily life.

Climate challenges and collective responsibility

Last year, we gathered here against the backdrop of a record-breaking year of heat. Sadly, 2024 has only reaffirmed the urgency, and became the new record. The impacts are increasingly clearer: more frequent extreme weather, rising sea levels, threats to biodiversity and stress on public health.

Climate change is no longer a future risk; it is a clear and present danger. The cost of inaction is unbearable – environmentally, economically and socially.

It is therefore disappointing to learn that elsewhere in the world, there was still a blatant denial of climate change, followed by withdrawal from climate commitments.

But we must not succumb to pessimism. Around the world, support for green transition remains the mainstream. Energy systems are shifting, technologies are advancing, and people – especially the younger generation – are demanding bold and collaborative responses.

Our country, China, has placed green development at the heart of her national development strategy, with concrete steps taken. They include not only launching green projects, but also establishing mechanisms for carbon auditing, footprint management and carbon certification. China is also actively participating in global climate governance. In the China Development Forum held last Sunday, Premier Li Qiang reiterated the importance of green transition as a driver of economic growth.

So are we here in Hong Kong. We are firmly committed to reaching carbon neutrality by 2050 with four key areas of focus: net-zero electricity generation, green transport, green buildings and waste reduction.

We do not view combating climate change as a burden that will hurt business. Of course, it entails necessary changes to our lifestyles, production methods and business practices. However, climate goals are creating new opportunities for business as well. That cannot be better encapsulated than in President Xi’s famous words: “Lucid waters and lush mountains are invaluable assets”, or “ç¶ æ°´é�’å±±å°±æ˜¯é‡‘å±±éŠ€å±±”. Through the many changes to our ways of life, new business cases are emerging. The most obvious examples are the Mainland’s stellar industries of the New Three – electric vehicles (EVs), solar panels and lithium batteries.

Hong Kong’s green progress

For us, it is clear that Hong Kong, and the Greater Bay Area, will be able to ride this new wave of change with commitment and leadership.

A recurrent topic in combating climate change is the significant funding gap for green transition, measured in trillions of US dollars. In other words, there is a need to mobilise capital to support green projects on a massive scale. Hong Kong, as an international financial centre adhering to the best green finance standards, excels at matching quality green projects with funding. To enable broader participation in funding green projects, Hong Kong has recently rolled out innovative financing arrangements, such as tokenised green bonds and securitised infrastructure loans.

Moreover, Hong Kong is progressing into the new space of transition finance to help high-emitting sectors invest in clean technologies and decarbonise. The Hong Kong Monetary Authority is working to include transition activities in the Hong Kong Taxonomy for Sustainable Finance.

Then there is green tech. We are home to many green tech start-ups, all sharing the mission to develop practical technological solutions. In our Science Park and Cyberport, there are approximately 300 green start-ups specialising in energy-efficient materials, carbon capture, EV infrastructure, and much more.

In this year’s Budget, we announced the establishment of a GreenTech Hub, which would house around 200 green enterprises and bring together innovators in the green industry, forming a nexus for fostering fresh ideas, transformative solutions and business partnerships. The hub was opened earlier this month.

Going forward, our green tech sector will benefit from the technological prowess of the Greater Bay Area as well.

Speaking of green tech, it would be remiss of me not to address an important subject, which is also a theme for discussion at the forum this morning: how AI (artificial intelligence) will drive and benefit the green transition. Allow me to share a few thoughts on their intersection.

AI and green: a strategic alliance

To begin with, AI is a game changer. It is fundamentally altering production, business and consumption models, redefining the competitiveness of economies. When considering AI’s relationship with green development, a broader perspective should be taken. It is not only empowering specific green technologies but also acting as a catalyst for driving behavioural change.

Clearly, AI has vast potential in optimising energy production and consumption. The World Economic Forum, for example, has indicated that AI’s benefits in these areas are especially impactful in emerging markets with significant infrastructure gaps, as they have enormous potential to leapfrog to cleaner systems.

AI can also accelerate the invention of new materials. It can improve climate modelling and forecasting, enhancing our preparedness in the face of natural disasters.

The many applications of AI can permeate into our daily life and transform various sectors and businesses across the community, culminating in significant climate change mitigation. From energy saving tech for home appliances and vehicles to smarter traffic management, these innovations are spreading across our country and the world at large.

Even simply taking environmentally friendly driving routes recommended by AI could significantly reduce emissions.

In green finance, AI helps identify green opportunities with strong climate impact potential and sustainable returns, thereby optimising the allocation of capital across clean energy projects.

In ESG (environmental, social and governance) analysis and sustainability reporting, AI improves transparency. It can monitor and cross-check corporate disclosures, strengthening accountability and increasing market confidence in green-labelled financial products. In risk management, AI-powered climate analytics can help us assess exposure to physical risks, such as flooding or wildfires, as well as transition risks, including changes in regulation, market preferences and technology disruption.

Above all, the application of AI for the green movement presents opportunities everywhere. What we need is a whole-of-community approach.

Hong Kong’s vision

That’s why in Hong Kong, we have envisioned AI as a core industry. We are driving this development on five fronts: supercomputing capabilities, algorithms, data, capital and talent. We have positioned Hong Kong as an international exchange and co-operation hub for the AI sector. This year, we will host events of global significance, including the inaugural International Young Scientist Forum on Artificial Intelligence and the International Conference on Embodied AI Robots. We believe these platforms will be ideal occasions to discuss how AI could reinforce our efforts in combating climate change.

Ladies and gentlemen, we need not just action but also thought leadership. That’s what makes fora like today’s highly meaningful and productive.

Hong Kong will continue to host various climate platforms. For example, the second edition of Hong Kong Green Week will be held this September. Anchored by the Climate Business Forum co-hosted with the International Finance Corporation of the World Bank, the event will offer a platform for dialogue, deal-making and partnership.

All of these efforts reflect our belief and commitment that Hong Kong can – and must – play a meaningful role in the global climate response.

Let us act together – with courage and a sense of urgency – for our planet, our community and future generations.

I wish you all a most successful forum. Thank you very much.

MIL OSI Asia Pacific News –

March 26, 2025
MIL-OSI: Prospect Capital Repays March 2025 Bond and Achieves Track Record of $4.7 Billion in Cumulative Principal Bond Repayments During More Than 20 Year History

Source: GlobeNewswire (MIL-OSI)

NEW YORK, March 25, 2025 (GLOBE NEWSWIRE) — Prospect Capital Corporation (NASDAQ: PSEC) (“Prospect”, “our”, or “we”) today announced the full and timely repayment of our convertible bond due March 2025, marking another milestone in Prospect’s long-standing track record of responsible and low debt leverage balance sheet management.

With this latest repayment, Prospect has now over our more than 20-year history repaid approximately $4.7 billion in principal bond obligations across 874 debt tranches spanning diversified funding sources, reinforcing Prospect’s reputation as a reliable and disciplined issuer in the capital markets. Prospect’s repaid bond obligations include institutional non-convertible bonds, institutional convertible bonds, baby bonds, and programmatic medium-term notes.

“Our multi-decade track record of meeting obligations across a wide array of funding instruments, including in multiple capital markets that Prospect helped to pioneer in the industry, demonstrates the strength of our diversified and low leverage capital strategy,” said Grier Eliasek, President and Chief Operating Officer at Prospect. “We continue to prioritize building strong relationships with credit providers and institutional banks, delivering on our commitments, and maintaining access to a broad range of flexible, cost-effective funding sources.”

About Prospect Capital Corporation
Prospect is a business development company lending to and investing in private businesses. Prospect’s investment objective is to generate both current income and long-term capital appreciation through debt and equity investments.

Prospect has elected to be treated as a business development company under the Investment Company Act of 1940. We have elected to be treated as a regulated investment company under the Internal Revenue Code of 1986.

Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, whose safe harbor for forward-looking statements does not apply to business development companies. Any such statements, other than statements of historical fact, are highly likely to be affected by other unknowable future events and conditions, including elements of the future that are or are not under our control, and that we may or may not have considered; accordingly, such statements cannot be guarantees or assurances of any aspect of future performance. Actual developments and results are highly likely to vary materially from any forward-looking statements. Such statements speak only as of the time when made, and we undertake no obligation to update any such statement now or in the future.

For further information, contact:
Grier Eliasek, President and Chief Operating Officer
grier@prospectcap.com
Telephone (212) 448-0702

The MIL Network –

March 26, 2025
MIL-OSI Asia-Pac: Steps taken on Mental Health

Source: Government of India

Steps taken on Mental Health

AB PM-JAY provides cashless healthcare services related to 1961 procedures across 27 medical specialties including 22 procedures under Mental Disorder Speciality

District Mental Health Programme component of the National Mental Health Programme has been sanctioned for implementation in 767 districts for which support is provided to States/UTs through the National Health Mission

Under the tertiary care component of NMHP, 25 Centres of Excellence have been sanctioned to increase the intake of students in PG departments in mental health specialities as well as to provide tertiary level treatment facilities

47 Government run mental hospitals are functional in the country, including 3 Central Mental Health Institutions

36 States/ UTs have set up 53 Tele MANAS Cells and have started tele mental health services. More than 19,67,000 calls have been handled on the helpline number

Government has also launched Tele MANAS Mobile Application on the occasion of World Mental Health Day on October 10, 2024 to provide support for mental health issues ranging from well-being to mental disorders

Posted On: 25 MAR 2025 1:48PM by PIB Delhi

Insurance Regulatory and Development Authority of India (IRDAI) has issued Master Circular on Health Insurance Business dated 29.05.2024, vide which insurers are required to provide wider choice to policyholders by offering products catering to all types of existing medical conditions; pre-existing diseases and chronic conditions. Insurers are also mandated to make available products in compliance with the provisions of Mental Health Care Act, 2017. In line with the above provisions, products are available in the market providing coverage for mental illness as per the respective product designs of the insurers.

Under Ayushman Bharat Pradhan Mantri – Jan Arogya Yojana (AB PM-JAY), the latest national master of the Health Benefit Package (HBP) provides cashless healthcare services related to 1961 procedures across 27 medical specialties including 22 procedures under Mental Disorder Speciality such as Intellectual Disability, Schizophrenia, schizotypal, delusional disorders, autism spectrum disorder etc, to eligible beneficiaries. Further, States have been provided flexibility to further customize the Health Benefit Packages to local context.

As per centrally available data at National health Authority (NHA), as on 21.03.2025, 77,634 hospital admission worth Rs 87 Crore have been authorized under the scheme.

For providing affordable and accessible mental healthcare facilities in the country, the Government is implementing the National Mental Health Programme (NMHP) in the country. The District Mental Health Programme (DMHP) component of the NMHP has been sanctioned for implementation in 767 districts for which support is provided to States/UTs through the National Health Mission. Facilities made available under DMHP at the Community Health Centre (CHC) and Primary Health Centre (PHC) levels, include outpatient services, assessment, counselling/ psycho-social interventions, continuing care and support to persons with severe mental disorders, drugs, outreach services, ambulance services etc. In addition to above services there is a provision of 10 bedded in-patient facility at the district level.

The Government is also taking steps to strengthen mental healthcare services at primary healthcare level. The Government has upgraded more than 1.75 lakh Sub Health Centres (SHCs) and Primary Health Centres (PHCs) to Ayushman Arogya Mandirs. Mental, Neurological, and substance use disorders (MNS) have been added in the packages of services under Comprehensive Primary Health Care provided at these Ayushman Arogya Mandirs.

Under the tertiary care component of NMHP, 25 Centres of Excellence have been sanctioned to increase the intake of students in PG departments in mental health specialities as well as to provide tertiary level treatment facilities. Further, the Government has also supported 19 Government medical colleges/institutions to strengthen 47 PG Departments in mental health specialties.

There are 47 Government run mental hospitals in the country, including 3 Central Mental Health Institutions, viz. National Institute of Mental Health and Neuro Sciences, Bengaluru, Lokopriya Gopinath Bordoloi Regional Institute of Mental Health, Tezpur, Assam and Central Institute of Psychiatry, Ranchi. Mental Health Services are also provisioned in all AIIMS.

The Government is also augmenting the availability of manpower to deliver mental healthcare services in the underserved areas of the country by providing online training courses to various categories of general healthcare medical and para medical professionals through the Digital Academies, established since 2018, at the three Central Mental Health Institutes namely National Institute of Mental Health and Neuro Sciences, Bengaluru, Lokopriya Gopinath Bordoloi Regional Institute of Mental Health, Tezpur, Assam, and Central Institute of Psychiatry, Ranchi. The total number of professionals trained under Digital Academies are 42,488.

Besides the above, the Government has launched a “National Tele Mental Health Programme” on 10th October, 2022, to further improve access to quality mental health counselling and care services in the country. As on 19.03.2025, 36 States/ UTs have set up 53 Tele MANAS Cells and have started tele mental health services. More than 19,67,000 calls have been handled on the helpline number.

The Government has also launched Tele MANAS Mobile Application on the occasion of World Mental Health Day – October 10, 2024. Tele-MANAS Mobile Application is a comprehensive mobile platform that has been developed to provide support for mental health issues ranging from well-being to mental disorders.

The Union Minister of State for Health and Family Welfare, Shri Prataprao Jadhav stated this in a written reply in the Rajya Sabha today.

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MV

HFW/ Steps taken on Mental Health/25 March 2025/1

(Release ID: 2114756) Visitor Counter : 11

MIL OSI Asia Pacific News –

March 26, 2025
MIL-OSI United Kingdom: Report on Statutory Performance Indicators to be scrutinised by Highland councillors

Source: Scotland – Highland Council

Members of The Highland Council are to be presented with the Annual Report of Statutory Performance Indicators, Benchmarking and Best Value for financial year 2034/24 when they meet on Thursday, 27 March 2025.

Leader of the Council, Cllr Raymond Bremner thanked staff for their continued efforts to support service improvements. He said: “I am pleased to see improvement across a number of areas of the Council including those that support the vulnerable in our communities, especially for children and young people, and in Housing Benefit and Council Tax services.”

Convener of the Council, Cllr Bill Lobban said: “It is encouraging to see the overall evidence of improvement in the Council’s key performance indicators when compared to what was reported at the same time last year. These results are evidence of the positive impact that our services can have on our communities such as the increase of community payback order supervision and the reduction in the time taken to process homelessness applications.”

The report explains that data is currently available for analysis of 70 indicators out of a total 81. Fifty five (79%) of the 70 indicators analysed are on target or within agreed performance threshold. This compares to a 2% increase on target or within threshold as reported at the same time last year.

Statutory Performance Indicators (SPIs) are locally determined and are drawn from local performance indicators (LPI) and the Local Government Benchmarking Framework (LGBF) indicators used in the Council’s Performance Plan.

There are 34 SPIs which the Council considers to be Key Performance Indicators (KPIs).  KPIs provide a high-level overview of the Council’s performance overall and are selected considering their weighting in terms of evidencing effective service delivery of key Council functions.

The performance analysis available for 27 of the Council’s KPIs in 2023/24 shows that 85% are on target or within the performance threshold.

Some of the key areas of improvement to be highlighted to councillors are:

Children’s Services:

Adult Services:

Corporate Services:

Business Development Services:

Housing Services:

Cultural and Leisure Services:

The Council’s Performance Plan sets out its strategic and operational priorities along with relevant Local Government Benchmarking Framework indicators and targets to monitor progress, with the Council’s Delivery Plan being a key mechanism through which the priorities are delivered. These LGBF indicators along with locally determined indicators are now the focus of the Council’s SPI reporting.

MIL OSI United Kingdom –

March 26, 2025

MIL-OSI Australia: New cost of living tax cuts under Labor

Source: Australian Parliamentary Secretary to the Minister for Industry

The Albanese Government will deliver two more tax cuts to every Australian taxpayer in 2026 and 2027, adding to the first round that Labor delivered in July last year.

Every Australian taxpayer gets another tax cut from next year – all 14 million, not just some.

This will give a top up to every taxpayer, right up and down the income scale.

Labor’s new tax cuts are modest but they will make a difference.

Combined with Labor’s first round of tax cuts, the average tax cut is expected to be around $43 per week or more than $2,200 in 2026–27, and around $50 per week or more than $2,500 in 2027–28.

It’s a bit of extra help for every taxpayer and it tops up our tax cuts that started flowing on 1 July 2024.

Labor’s new tax cuts will be phased in over two years, ensuring our fiscal settings are consistent with inflation remaining sustainably in the target band.

Last year, we cut two rates and lifted two thresholds to deliver tax cuts for all Australian taxpayers, including around three million people who would have missed out completely under Scott Morrison’s policy from before the election.

The Albanese Labor Government will cut income taxes further over two years:

From 1 July 2026, we will reduce the 16 per cent tax rate to 15 per cent (for income between $18,201 and $45,000).
From 1 July 2027, this tax rate will be reduced further to 14 per cent.

As a result of these changes:

All 14 million Australian taxpayers will receive a tax cut, on top of our tax relief that’s already rolling out.
Every Australian taxpayer earning above $45,000 (around 80 per cent of taxpayers) will get an extra tax cut of $268 in 2026–27 and $536 from 2027–28, compared to 2024–25 settings.
A worker on average earnings ($79,000) will get an extra tax cut of $268 in 2026–27 and $536 per year from 2027–28.
Every Australian taxpayer earning between $18,201 and $45,000 will get an extra tax cut of up to $268 in 2026–27 and up to $536 from 2027–28, compared to 2024–25 settings.
A person earning $40,000 will get an extra tax cut of $218 in 2026–27 and $436 every year from 2027–28.

Combined with Labor’s first round of tax cuts:

The average tax cut is expected to be around $43 per week or more than $2,200 in 2026–27, and around $50 per week or more than $2,500 in 2027–28, compared with 2023–24 settings.
An average earner will receive total tax relief of $1,922 in 2026–27 and $2,190 per year from 2027–28, compared to 2023–24 tax settings.
The average income earner will pay around $30,000 less in tax to 2035–36, compared to 2023–24 settings.

The Government’s personal income tax reforms lower the first tax rate from 19 to 14 per cent, the second tax rate from 32.5 to 30 per cent, and lift two thresholds.

Our changes to the bottom tax rate under the new tax cuts will bring this rate to its lowest level in over 50 years.

In addition, the Government will increase the Medicare levy low‑income thresholds from 2024–25.

This will benefit more than a million Australians, ensuring people on lower incomes continue to pay a reduced levy rate or are exempt from the Medicare levy.

Labor’s tax cuts return bracket creep, increase the financial rewards from work and boost labour supply.

Whether you’re a truckie, a teacher or a tradie, whether you’re in manufacturing, mining or the care economy, you will earn more and keep more of what you earn.

Our new tax cuts for every Australian taxpayer come on top of our substantial and responsible cost of living relief including:

Cost of Living Tax Cuts from 1 July 2024;
Energy bill relief for every household and for small businesses;
Strengthening Medicare with more bulk billing;
Cheaper medicines, with a script to cost Australians no more than $25 under the Pharmaceutical Benefits Scheme;
Cheaper child care;
Cutting student debt and repayments;
Free TAFE;
Increased rent assistance and working age payments;
Building more homes;
Higher wages.

The changes to the personal income tax system will cost $17.1 billion over the forward estimates.

The increase to the Medicare levy low‑income thresholds will cost $648 million over the forward estimates.

The Albanese Government’s responsible economic and fiscal management has allowed us to fund important priorities like this tax relief for every Australian taxpayer.

Our economic plan is all about helping Australians earn more and keep more of what they earn and that’s what these tax cuts will help to achieve.

To find out how much the Government’s tax cuts will benefit you, use the calculator on the Budget website.

Table 1: New personal tax rates and thresholds
Tax thresholds ($)	Tax rates (%)
Tax thresholds ($)	2023–24	2024–25 and 2025–26	2026–27	2027–28
0 – 18,200	Tax free	Tax free	Tax free	Tax free
18,201 – 45,000	19	16	15	14
45,001 – 120,000	32.5	30	30	30
120,001 – 135,000	37	30	30	30
135,001 – 180,000	37	37	37	37
180,001 – 190,000	45	37	37	37
190,001 and above	45	45	45	45

Table 2: Summary of tax benefits
Taxable Income	Current tax cut from 1 July 2024 compared to 2023–24 tax settings	2026–27 First new tax cut (from 16 to 15 per cent) compared to 2024–25 tax settings	2026–27 Total benefit from Labor’s tax cuts compared to 2023–24 tax settings	2027–28 onwards Second new tax cut (from 15 to 14 per cent) compared to 2026–27 tax settings	2027–28 onwards Total new tax cut compared to 2024–25 tax settings	2027–28 onwards Total benefit from Labor’s tax cuts compared to 2023–24 tax settings
$40,000	$654	$218	$872	$218	$436	$1,090
$47,627^	$870	$268	$1,138	$268	$536	$1,406
$50,000	$929	$268	$1,197	$268	$536	$1,465
$79,000*	$1,654	$268	$1,922	$268	$536	$2,190
$100,000	$2,179	$268	$2,447	$268	$536	$2,715
$103,000**	$2,254	$268	$2,522	$268	$536	$2,790
$150,000	$3,729	$268	$3,997	$268	$536	$4,265
$200,000	$4,529	$268	$4,797	$268	$536	$5,065

^ The national minimum wage is $47,627, set by the Fair Work Commission under the Fair Work Act as of 1 July 2024.
* Annualised average weekly earnings is around $79,000, based on $1,510.90 per week in November 2024 (ABS data release), which captures average gross wages across all employees, including full‑ time and part‑time workers.
** Average ordinary full‑time earnings is $103,000, based on $1,975.80 per week in November 2024 (ABS data release), which captures average gross wage income across full‑time employees only, and excludes any income earned from overtime.

MIL OSI News –

MIL-Evening Report: Albanese government bids for votes with ‘top-up’ tax cuts for all

Source: The Conversation (Au and NZ) – By Michelle Grattan, Professorial Fellow, University of Canberra

Tax cuts are the centrepiece of the Albanese government’s cost-of-living budget bid for re-election in May. The surprise tax measures mean taxpayers will receive an extra tax cut of up to A$268 from July 1 next year and up to $536 every year from July 1 2027.

Delivering his fourth budget on Tuesday night, Treasurer Jim Chalmers described the tax relief as “modest”. It will cost the budget $3 billion in 2026-27, $6.7 billion in 2027-28 and just over $17 billion over the forward estimates.

From July 1 2026 the 16% tax rate – which applies to taxable income between $18,201 and $45,000 – will be reduced to 15%. From July 1 2027, this will be further reduced to 14%.

While cost of living is at the heart of the budget, apart from the tax changes, almost all the other measures have been announced. These include about $8.5 billion to strengthen Medicare (mostly to boost bulk billing) and $150 per household to extend energy relief until the end of the year. The government has also previously announced measures on cheaper medicines and improved access to childcare.

The opposition has so far refused to say what a Coalition government would do on tax. It will now be under pressure to quickly produce a counter tax policy for the election, which is likely to be called this weekend.

Chalmers presented a cautiously optimistic picture on the economy, while stressing the uncertain international times ahead.

“Our economy is turning the corner,” he said. “This budget is our plan for a new generation of prosperity in a new world of uncertainty.”

“It’s a plan to help finish the fight against inflation [and] rebuild living standards.”

Read more:
A ‘modest’ tax bribe, delivered against dark clouds of Trump-induced uncertainty

After delivering two budget surpluses, this budget has deficits for the foreseeable future.

This financial year’s deficit is estimated at $27.6 billion, rising to $42.1 billion in 2025-26 (in the December 2024 update it was expected to be $46.9 billion). The cumulative deficits across the forward estimates reach $179.5 billion.

The budget predicts 335,000 in net migration in 2024-25, which is a fall of 100,000 from the previous year. It projects 260,000 for 2025-26.

Chalmers described the global economy as “volatile and unpredictable” with “storm clouds” gathering. “Trade disruptions are rising China’s growth is slowing, war is still raging in Europe and a ceasefire in the Middle East is breaking down,” he told parliament.

“Treasury expects the global economy to grow 3.25% for the next three years, its slowest since the 1990s. It’s already forecasting the two biggest economies in the world will slow next year – with risks weighing more heavily on both,” he said.

Chalmers said Australia was “neither uniquely impacted nor immune” from the international pressures. “But we are among the best placed to navigate them.”

Australia’s economic growth is forecast to increase from 1.5% this financial year to 2.5% in 2026-27, with the private sector “resuming its rightful place as the main driver of this growth.”

Read more:
The 2025 budget has few savings and surprises but it also ignores climate change

Unemployment is projected to peak at 4.25%, lower than previously anticipated. Employment and real wage growth will be stronger and inflation was coming down faster, Chalmers said.

“Treasury now expects inflation to be sustainably back in the [2%-3%] target band six months earlier than anticipated,” he said. “The worst is now behind us and the economy is heading in the right direction.”

Chalmers told his Tuesday afternoon conference the budget is a “story of Australian exceptionalism”.

He called the tax cuts “top up tax cuts” that built on the recalibrated stage 3 tax cuts. He claimed the average household with two earners would save $15,000 over four years through a combination of all these tax cuts and energy bill relief.

Read more:
Tax cuts are coming, but not soon, in a cautious budget

Michelle Grattan does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

– ref. Albanese government bids for votes with ‘top-up’ tax cuts for all – https://theconversation.com/albanese-government-bids-for-votes-with-top-up-tax-cuts-for-all-253021

MIL OSI Analysis – EveningReport.nz –

March 25, 2025
MIL-Evening Report: Tax cuts are coming, but not soon, in a cautious budget

Source: The Conversation (Au and NZ) – By John Hawkins, Senior Lecturer, Canberra School of Politics, Economics and Society, University of Canberra

Today’s budget is a cautious and responsible response to the cost-of-living pressures facing voters.

As noted ahead of budget night, many of the major spending initiatives had already been announced.

But, in the only major surprise, there are income tax cuts for all income taxpayers. Even if we need to be patient. The new tax cuts only start in July 2026, with a second round in July 2027.

And as Treasurer Jim Chalmers himself said, they are “modest” cuts. A worker on average earnings will receive A$268 in the first year, rising to $536 in the second year.

Combined with the government’s first round of tax cuts in last year’s budget, this will add up to $2,190 per year in 2027.

The cost to the budget of the latest tax cuts in 2026-27 will be $3 billion, and over three years will be $17.1 billion. The cuts still need to pass parliament.

But calls by economists such as Chris Richardson and Ken Henry for major tax reform have not been heeded. Major reforms inevitably create losers as well as winners. So, big changes were never likely just weeks before an election.

And there is still bracket creep (increases in tax revenues as taxpayers move into higher tax brackets) over the next decade. Total tax receipts are projected to rise from 25.3% of gross domestic product (GDP) in 2024-25 to 26.8% in 2035-36. This will do most of the work in the very gradual windback of the budget deficit.

How concerned should we be about the budget moving into deficit?

In the first back-to-back surpluses for almost 20 years, there were budget surpluses in 2022-23 and 2023-24. This year we are returning to deficit and further deficits are expected for about a decade. Should we be alarmed?

A balanced or surplus budget is not necessarily a good budget. What we want is a budget appropriate to current economic conditions and sustainable in the long run.

The Australian economy has only been growing modestly in recent years and is forecast to grow 1.5% in the current year. Inflation is near the target range in underlying terms. So, a modest deficit is not unreasonable.

The longer run projections show a very gradual return to balance. But this assumes no recession and no further income tax cuts, for a decade. It might be better to rebuild the fiscal position more quickly so as to be better placed to provide fiscal stimulus in the event of a global recession or another pandemic.

‘A new world of uncertainty’

As Chalmers said, we are in a “new world of uncertainty” with “the threat of a global trade war”. The volume of Australian exports is forecast to only expand by 2.5% in 2025-26 and 2026-27, but it could be lower.

In February, the Reserve Bank forecast headline inflation would rebound above the 2% to 3% target range when the electricity rebates expired. The extension of the rebates in Tuesday’s budget as well as the reductions in the price of prescription medicines will help keep inflation below 3%. Headline inflation is forecast to improve to 2.5% in 2026-27.

In the December 2024 budget update, the unemployment rate was forecast to be around 4.5% in mid-2025 and stay around that level for the next couple of years. Given the unemployment rate was steady at 4.1% in February, the reduction to 4.25% seems plausible.

What will it mean for interest rates?

One reason the government went for a modest tax cut rather than a wild “cash splash” is it did not want to undermine the narrative there will be future interest rate cuts by stimulating household spending too much.

If households were given immediate cash to spend, this could drive up inflation.

The Reserve Bank is unlikely to change interest rates at its April 1 meeting. But it would be very unhelpful for the government’s electoral prospects if the minutes showed the central bank had become more concerned about inflation and less likely to cut interest rates at future meetings.

The Reserve Bank is unlikely to feel this budget contains enough government spending to boost economic activity in the near term and therefore change its view on the economic outlook.

So, a further interest rate cut remains possible at the bank’s following meeting on May 20.

And any further relief on interest rates would be welcomed by households – as well as whoever might be in government by then.

John Hawkins was a formerly a senior economist at the Treasury and Reserve Bank.

– ref. Tax cuts are coming, but not soon, in a cautious budget – https://theconversation.com/tax-cuts-are-coming-but-not-soon-in-a-cautious-budget-253027

MIL OSI Analysis – EveningReport.nz –

March 25, 2025
MIL-Evening Report: The 2025 budget has few savings and surprises but it also ignores climate change

Source: The Conversation (Au and NZ) – By Stephen Bartos, Professor of Economics, University of Canberra

By the standards of pre-election budgets, this one is surprisingly modest. There are only a handful of new revenue and spending initiatives. The Budget Paper 2 book, which contains new measures, is a slim document.

In part, this is because many of the most significant new spending proposals have been announced already – support for more bulk billing, the Future Made in Australia program, funding for schools and pre-schools and the Housing Australia Future Fund.

It can be hard to discern the new initiatives from the old. For example, the budget commits the government to support wage growth by “funding wage increases for aged care workers and early childhood educators” and “advocating for increases to award wages”. It will also ban non-compete clauses (contract provisions that hinder workers from moving between employers) for low- and middle-income workers.

These should in theory significantly shift wages upwards. Yet the economic forecast for the wage price index barely moves – from 4.1% in 2023-24 to 3% in 2024-25 and 3.25% in 2025-26. That is because the forecasts had already built in assumptions on the impact of things like aged care and childcare wage rises – they aren’t new.

The non-compete reform is a new initiative and over the longer term has the potential to improve wages as people move jobs. More importantly, it will improve flexibility in the labour market and improve productivity.

Overall, the deficits are forecast to continue for the foreseeable future.

Some more tax cuts on the way

The one surprising element of the budget is tax cuts. In essence, they return some bracket creep to low- and middle-income earners for a couple of years, after which revenue estimates return to trend. Bracket creep refers to increases in tax revenues as taxpayers move into higher tax brackets.

It is one of the reasons why governments have resisted calls to index the income tax brackets to inflation. Giving back bracket creep from time to time in the form of a tax cut, especially when an election looms, is more politically attractive.

There were few savings initiatives. The main one was the old chestnut of more funding to the Australian Taxation Office for compliance.

The Taxation Office receives an additional A$999 million over four years to combat tax avoidance including non-compliance, under reporting of income and illicit tobacco. This is expected to recoup $3.2 billion over five years, while increasing payments by $1.4 billion – some of the additional tax collected will go to GST payments to the states. So in net terms therefore this is also a modest saving.

One thing to look for in every budget is the provision for “decisions taken but not yet announced”. This refers to money put aside in the budget for future announcements – such as election promises.

It is not clear what the government might have planned. Revenue drops in 2025-26, but it climbs back up again in the following two years. Spending decisions include $323 million next year, which is relatively small change in the overall budget.

For transparency, we should not have any undisclosed decisions but at least the ones in this budget are far from extravagant.

Public service numbers

On staffing in the public service, there has been a large increase since the government took office. There will be some 33,000 more public servants – the majority outside Canberra – in 2025-26 than in 2022-23. However, the rate of increase is slowing. Not all agencies have had staff increases in this budget.

Nevertheless, the government has devoted ten pages to arguments for investing in the public service, and why the public service is a valuable resource. This is probably to emphasise one of the few points of difference between it and the opposition.

The defence budget saw almost no change. The treasurer was asked in his budget lockup press conference why this was, given the uncertain geopolitical environment documented in the budget papers.

Chalmers agreed “the world is a dangerous place right now” but pointed to increases in defence spending in previous budgets and argued these had positioned Australia to respond.

One missing element of the budget is new spending to combat climate change. The threat of climate change to the budget estimates has grown significantly. This is acknowledged briefly with a half page in the budget’s “statement of risks” – “climate change is expected to have a significant impact on the budget”.

However, that impact is not quantified – possibly because of “significant uncertainty”. Yes, there is uncertainty.

But the same applies to other parts of the budget, including the international economy, which is discussed in much more depth. The climate change department is one of a handful that lose staff in this budget. It may take more severe disasters before it regains prominence in the budget papers.

Stephen Bartos does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

– ref. The 2025 budget has few savings and surprises but it also ignores climate change – https://theconversation.com/the-2025-budget-has-few-savings-and-surprises-but-it-also-ignores-climate-change-253026

MIL OSI Analysis – EveningReport.nz –

March 25, 2025
MIL-OSI: Shell Publishes Annual Report and Accounts

Source: GlobeNewswire (MIL-OSI)

Shell plc publishes 2024 Annual Report and Accounts
March 25, 2025

Shell plc published its Annual Report and Accounts for the year ended December 31, 2024 (“2024 Annual Report and Accounts”).

The 2024 Annual Report and Accounts will be submitted to the Annual General Meeting to be held on May 20, 2025.

The 2024 Annual Report and Accounts can be viewed online or downloaded in pdf format at www.shell.com/investors/results-and-reporting/annual-report.

In compliance with UK Listing Rule 6.4.1, on March 25, 2025, a copy of the 2024 Annual Report and Accounts was submitted to the National Storage Mechanism. This document will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. In compliance with section 5:25m(6) Financial Markets Supervision Act, the 2024 Annual Report and Accounts was submitted to the Dutch Authority for the Financial Markets (AFM) on March 25, 2025. The AFM publishes the report in its public register.

Printed copies of the 2024 Annual Report and Accounts will be available from April 17, 2025, and can be requested, free of charge, at www.shell.com/investors/results-and-reporting/annual-report/order-printed-annual-reports.

Shell plc will also file its Form 20-F for the year ended December 31, 2024, with the US Securities and Exchange Commission today. The Form 20-F will be available for download from www.shell.com/investors/results-and-reporting/annual-report or www.sec.gov.

This announcement is made in accordance with DTR 6.3.5R(1A).

Additional Information
For the purposes of complying with the Disclosure Guidance and Transparency Rules (DTRs) and the requirements imposed on issuers though the DTRs, information required to be communicated in unedited full text has been included in the 2024 Annual Report and Accounts. This was submitted to the National Storage Mechanism in unedited full text on March 25, 2025, and will shortly be available for inspection. Furthermore, the 2024 Annual Report and Accounts are available at www.shell.com/investors/results-and-reporting/annual-report.

Enquiries

Shell Media Relations International: +44 20 7934 5550
US Media Relations: Contact Shell US Media Team
LEI number of Shell plc: 21380068P1DRHMJ8KU70
Classification: Annual financial and audit reports

The MIL Network –

March 25, 2025

MIL-OSI: Valeura Energy Inc.: Another Year of Record Results in 2024

Source: GlobeNewswire (MIL-OSI)

SINGAPORE, March 25, 2025 (GLOBE NEWSWIRE) — Valeura Energy Inc. (TSX:VLE, OTCQX:VLERF) (“Valeura” or the “Company”) reports its financial and operating results for the three month period and year ended December 31, 2024.

The complete reporting package for the Company, including the audited financial statements and associated management’s discussion and analysis (“MD&A”) and the 2024 annual information form (“AIF”), are being filed on SEDAR+ at www.sedarplus.ca and posted to the Company’s website at www.valeuraenergy.com.

2024 Operational Highlights

Production increased by 12% year-over-year to 22,825 bbls/d⁽¹⁾ on the back of a full year of drilling operations and development of the Nong Yao C Field;
100% success rate in exploration and appraisal activities with discoveries at Niramai, Wassana North, and Nong Yao D;
Company’s first full year of operations completed with no significant health, safety, or environment incidents; and
Reduced greenhouse emissions intensity by approximately 20% compared to 2023 baseline.

2024 Financial Highlights

Generated revenue of US$679 million, with average price realisation of US$81/bbl;
Delivered Adjusted EBITDAX of US$378 million⁽²⁾ and adjusted cashflow from operations of US$273 million⁽²⁾;
Strengthened the balance sheet with record high year-end cash position of US$259 million⁽³⁾ and zero debt;
Reduced asset retirement obligation (“ARO”) by 54% since assuming operatorship in Q1, 2023;
Completed internal restructuring to optimise operational and financial aspects of the Thai III petroleum concessions; and
Implemented share buyback programme through a Normal Course Issuer Bid for up to 10% of the public float.

2024 Reserves Highlights

Record high year-end reserves: 32 MMbbl proved (1P), 50 MMbbl proved plus probable (2P) and 60 MMbbl proved plus probable plus possible (3P) reserves;
Delivered 2P reserves replacement ratio of 245%, even after production increase of 12%;
Increased 2P reserves and extended the end of field life (“EOFL”) at every field;
Grew 2P net present value (NPV₁₀) before tax to US$934 million and US$753 million after tax⁽⁴⁾;
Considering year-end 2024 cash position, increased 2P net asset value after tax to US$1,012 million, equating to C$13.6 per share⁽⁵⁾; and
Doubled contingent resources to 48 MMbbls compared to year-end 2023⁽⁶⁾.

^{(1) Working interest share production before royalties.}
^{(2) Non-IFRS financial measure or non-IFRS ratio – see “Non-IFRS Financial Measures and Ratios” section in the Company’s MD&A.}
^{(3) Includes restricted cash of $22.8 million.}
^{(4) Discount rate 10%.}
^{(5) Proved plus probable (2P) NPV10 plus net cash at December 31, 2024, assuming $/C$ exchange rate of 1.435, and 106.65 million shares outstanding as of December 31, 2024.}
^{(6) Unrisked best estimate (2C) contingent resources.}

Dr. Sean Guest, President and CEO commented:

“Our first full year of operations in Thailand were a success across all areas of our business and a trophy for value creation. We have attained record production, record cash flow, and replaced nearly 2.5x the reserves we produced, all while continuing to strengthen our financial position. Our business is stronger and has a longer line of sight than ever before.

Continued drilling throughout 2024 added 20 new production wells, including those we drilled to develop the new Nong Yao C field, making Nong Yao the largest and most profitable asset in our portfolio. We’ve also had success with the drill bit on both appraisal and exploration which has significantly increased the number of future development well locations. This successful drilling, combined with detailed reservoir studies has resulted in a 32% increase in 2P reserves to 50 million bbls. Moreover, the economic life of each of our fields has moved further into the future, such that all fields are now expected to remain economic beyond 2030.

We are focussed relentlessly on value, and with the combination of an increase in the net present value of our 2P reserves, and the record cash position of US$259 million at year-end, the net asset value of our business is now more than one billion US dollars. On a per share basis, that equates to over C$13/share, meaning an investment in Valeura’s shares continues to represent an excellent value proposition.

In addition to growing both the value and longevity of our existing portfolio, we continue to pursue several other avenues for growth, including exciting exploration opportunities, and potential merger and acquisition targets.”

Financial and Operating Results Summary

		Three months ended			Year ended
		December 31, 2024	December 31, 2023	Delta	December 31, 2024	December 31, 2023	Delta
Oil Production⁽¹⁾	(‘000 bbls)	2,403	1,763	+36%	8,354	5,825	43%
Average Daily Oil Production⁽¹⁾	(bbls/d)	26,109	19,165	+36%	22,825	20,440⁽²⁾	+12%
Average Realised Price	(US$/bbl)	76.7	85.5	(10%)	81.3	84.3	(4%)
Oil Volumes Sold	(‘000 bbls)	2,948	1,987	+48%	8,349	5,854	+43%
Oil Revenue	(US$’000)	226,148	169,909	+33%	678,794	493,457	+38%
Net Income	(US$’000)	213,983	23,480	+811%	240,797	244,313	(1%)
Adjusted EBITDAX⁽³⁾	(US$’000)	132,402	96,679	+37%	377,985	230,672	+64%
Adjusted Pre-Tax Cashflow from Operations⁽³⁾	(US$’000)	133,612	88,326	+51%	356,627	238,661	+49%
Adjusted Cashflow from Operations⁽³⁾	(US$’000)	107,134	56,023	+107%	272,641	152,375	+79%
Operating Expenses	(US$’000)	55,607	49,622	+12%	186,407	180,192	+3%
Adjusted Opex⁽³⁾	(US$’000)	54,668	51,818	+6%	214,891	165,077	+30%
Operating Expenses per bbl	(US$/bbl)	18.9	25.0	(25%)	22.3	30.9	(28%)
Adjusted Opex per bbl⁽³⁾	(US$/bbl)	22.8	29.4	(22%)	25.7	28.3	(9%)
Adjusted Capex⁽³⁾	(US$’000)	38,870	30,374	+28%	134,258	103,733	+29%
Weighted average shares outstanding – basic	(‘000 shares)	106,955	102,652	+4%	105,778	99,227	+7%

		As at		Comparison
		December 31, 2024	December 31, 2023	%
Cash & Cash equivalents⁽⁴⁾	(US$’000)	259,354	151,165	+72%
Adjusted Net Working Capital⁽³⁾	(US$’000)	205,735	118,143	+74%
Shareholder’s Equity	(US$’000)	528,283	284,178	+86%

^{(1) Working interest share production before royalties.}
^{(2) Average daily oil production of 20,440 bbls/d represents the average production from closing of the Mubadala Acquisition on March 22, 2023 to December 31, 2023 (285 days).}
^{(3) Non-IFRS financial measure or non-IFRS ratio – see “Non-IFRS Financial Measures and Ratios” section in the Company’s MD&A.}
^{(4) Includes restricted cash of US$22.8 million at December 31, 2024 and restricted cash of US$17.3 million at December 31, 2023.}

Financial Update

The Company’s Q4 2024 oil production averaged 26,109 bbls/d (working interest share before royalties), representing a 36% increase from Q4 2023. Full year 2024 oil production averaged 22,825 bbls/d, 12% higher than 2023. This growth was primarily driven by production from the Wassana field, which was not in production for most of 2023 and the Nong Yao C development, which came online in August 2024. Oil sales for Q4 2024 were 2.9 million bbls, compared to 2.0 million bbls in Q4 2023. For the full year 2024, oil sales totalled 8.4 million bbls, up 43% from 5.8 million bbls in 2023. The increase is due to higher production rates in 2024, coupled with the fact that in 2023 the Company had only 285 days of production operations (following closing of the Mubadala acquisition on March 22, 2023).

The Company generated Q4 2024 revenue of US$226.1 million, a 33% increase from Q4 2023. Full year 2024 revenue was US$678.8 million, representing a 38% increase from 2023. Q4 2024 price realisations averaged US$76.7/bbl, achieving a US$2.0/bbl premium to the Brent benchmark. Full year 2024 price realisations averaged US$81.3/bbl, reflecting a US$0.5/bbl premium to Brent. Valeura reported Q4 2024 Adjusted EBITDAX (a non-IFRS measure which is more fully described in the “Non-IFRS Financial Measures and Ratios” section of the MD&A) of US$132.4 million, up 37% from Q4 2023, while full year 2024 Adjusted EBITDAX increased 64% to US$378.0 million.

The Company demonstrated improved operational efficiency with Q4 2024 Adjusted Opex (a non-IFRS measure which is more fully described in the “Non-IFRS Financial Measures and Ratios” section of the MD&A) of US$22.8/bbl, down from US$29.4/bbl in Q4 2023. Full year 2024 Adjusted Opex decreased to US$25.7/bbl from US$28.3/bbl in 2023. Operating expenses for Q4 were US$18.9/bbl compared to US$25.0/bbl in Q4 2023, and US$22.3/bbl for the full 2024 versus US$30.9/bbl in 2023. These improved unit costs were driven primarily by increased production from the low-cost Nong Yao field, which has become the Company’s largest production source.

Valeura incurred total petroleum tax income and special remuneratory benefit tax of US$68.3 million and US$29.2 million respectively during the full year 2024, compared to US$71.2 million and US$15.1 million in the previous year. The Company stands to benefit from a more efficient tax structure in 2025 as a result of the corporate restructuring which was completed in November 2024. This will result in Petroleum income tax loss carry-forwards that were previously associated with only the Wassana asset now being applied to all of the Company’s Thai III petroleum concessions, being Wassana, Nong Yao, and Manora.

The Company recorded Net income for the year of US$240.8 million following the recognition of deferred tax assets from the tax consolidation.

As of December 31, 2024, Valeura had a strong cash position of US$259.4 million, including US$22.8 million in restricted cash. The Company continues to operate with no current or non-current debt. Valeura remains well-positioned for both organic reinvestment opportunities and potential strategic acquisitions.

Operations Update and Outlook

During Q4 2024, the Company had ongoing production operations on all of its Gulf of Thailand fields, comprised of the Jasmine, Nong Yao, Manora, and Wassana fields. The Company has had one drill rig working continuously on contract since Q1 2023 full-time.

Oil production averaged 26.1 mbbls/d during Q4 2024 (Valeura’s working interest share, before royalties).

Jasmine/Ban Yen

Oil production before royalties from the Jasmine/Ban Yen field, in Licence B5/27 (100% operated interest) averaged 8.5 mbbls/d during Q4 2024, an increase of 12% from Q3 2024. Increased production rates reflect the start-up of five new wells drilled as part of an infill drilling programme, with the last three wells coming onstream in late November 2024. In addition to adding new production, the Jasmine programme also evaluated several secondary appraisal targets which will be the subject of further infill development drilling in due course.

Although the Jasmine field is the most mature asset in the Company’s portfolio, ongoing drilling success underscores the field’s ability to continue serving as a key source of cash generation for the business. The Q4 Jasmine drilling results have been included in the Company’s reserves evaluation for the year-ended December 31, 2024, and contributed to a further extension in the field’s economic life, which on a 2P reserves basis, now lasts into mid 2031.

In February 2025 the drill rig returned to the Jasmine field where it has begun executing a seven-well infill campaign. In total 10 development and appraisal wells are currently planned for the Jasmine field in 2025 and one exploration well at the Ratree prospect. In addition, a workover rig is currently operating on the field completing two workovers.

The low-BTU gas generator was delivered to the Jasmine B platform in Q1 2025 and is expected to be commissioned and operational in Q2 2025. This creates an opportunity to significantly reduce greenhouse gas emissions from this platform as well as to reduce operating costs by using a waste gas stream for power generation.

Nong Yao

At the Nong Yao field, in Licence G11/48 (90% operated working interest), Valeura’s working interest share production before royalties averaged 11.1 mbbls/d, an increase of 18% from Q3 2024. Q4 production rates benefitted from a full quarter of operations at the Nong Yao C field extension, which came online in August 2024.

Performance from Nong Yao C is continuing in line with the Company’s expectations. The Nong Yao field is now the Company’s largest source of production. In addition, it also has the Company’s lowest per unit Adjusted Opex and its oil fetches a premium to the Brent benchmark. As a result, Nong Yao is the Company’s most cash generative asset.

In 2025, nine development wells are planned across the three Nong Yao platforms. This programme is expected to commence in late Q2 2025.

Wassana

Oil production at the Wassana field, in Licence G10/48 (100% operated interest), averaged 4.3 mbbls/d (before royalties), an increase of 55% over Q3 2024. The increase reflects the effect of a full quarter of normal operations at the field, as compared to Q3 2024, during which the Company conducted a one-month precautionary suspension of production while performing underwater inspection work. There was no drilling on the Wassana field in Q4 and no further drilling is planned at this location for 2025.

Valeura has completed the front end engineering and design work for the potential redevelopment of the Wassana field. Detailed contracting and procurement work commenced in late Q4 2024 to validate cost assumptions for the project. Valeura expects to consider a final investment decision in early Q2 2025.

Manora

At the Manora field, in Licence G1/48 (70% operated working interest), Valeura’s working interest share of oil production before royalties averaged 2.2 mbbls/d, a decrease of 11% from Q3 2024. During Q4, the Company began a five-well infill drilling campaign on the Manora field, including both production-oriented infill development wells and appraisal targets. The programme was completed in Q1 2025 and for the month of March to date, working interest share production before royalties has averaged 2.9 mbbls/d. In addition, several appraisal targets were evaluated, giving rise to between three and five potential future drilling targets, which will be further evaluated for inclusion in a future drilling programme.

Türkiye

The Company had no active operations in Türkiye during Q4 2024, however it continues to hold an interest in a potentially large deep gas play in the Thrace basin in the northwest part of the country. In 2024 the Company received official confirmation that it’s leases and licences covering the play had been extended into 2025, and more recently the Company was granted an additional one-year extension, bringing the expiry date to June 27, 2026. Following the current period, Valeura may apply for a further two-year extension for appraisal purposes, and has engaged the government in discussions to that effect.

The Company believes the Thrace basin deep gas play could be a source of significant value in the longer term. Valeura intends to farm out a portion of its interest to a new partner in order to jointly pursue the next phase of appraisal work.

Reserves and Resources Summary

The results of Valeura’s third-party independent reserves and resources assessment for its Thailand assets as of December 31, 2024 were announced on February 13, 2025. Below are summary tables associated with the reserves.

Summary of Reserves Replacement, Value and Field Life

	Gross (Before Royalties) 2P Reserves, Working Interest Share					End of Field Life		2P NPV₁₀ After Tax (US$ million)
Fields	December 31, 2023 (MMbbl)	2024 Production (MMbbl)	Additions (MMbbl)	December 31, 2024 (MMbbl)	Reserves Replacement Ratio (%)	NSAI 2023 Report	NSAI 2024 Report	December 31, 2023	December 31, 2024
Jasmine	10.4	(2.9)	9.2	16.8	324%	Dec 2028	Aug 2031	81.8	163.9
Manora	2.2	(0.9)	2.1	3.4	223%	Jul 2027	Apr 2030	21.2	45.7
Nong Yao	12.4	(3.1)	7.7	16.9	245%	Dec 2028	Dec 2033	185.6	416.1
Wassana	12.9	(1.4)	1.5	12.9	102%	Jun 2032	Dec 2035	139.9	126.6
Total	37.9	(8.4)	20.5	50.0	245%			428.5	752.2

Summary of NPV and NAV

	1P NPV₁₀		2P NPV₁₀		3P NPV₁₀
	Before Tax	After Tax	Before Tax	After Tax	Before Tax	After Tax
NPV₁₀ (US$ million)	360.7	358.6	933.9	752.2	1,339.1	990.2
Cash at December 31, 2024 (US$ million)⁽¹⁾	259.4	259.4	259.4	259.4	259.4	259.4
Net Asset Value (US$ million)	620.1	618.0	1,193.3	1,011.6	1,598.5	1,249.6
Common shares (million)⁽²⁾	106.65	106.65	106.65	106.65	106.65	106.65
Estimated NAV per basic share (C$ per share)⁽³⁾	8.3	8.3	16.1	13.6	21.5	16.8

^{(1) Cash at December 31, 2024 of US$259.4 million, debt nil.}
^{(2) Issued and outstanding common shares as of December 31, 2024}
^{(3) US$/C$ exchange rate of 1.435 as at December 31, 2024}

Webcast

Valeura’s management team will host an investor and analyst webcast at 08:00 Calgary / 14:00 London / 21:00 Bangkok / 22:00 Singapore on Wednesday, March 26, 2025 to discuss today’s announcement. Please register in advance via the link below.

Registration link: https://events.teams.microsoft.com/event/aa5e4d6a-cb5f-46da-ab85-0976e3600c84@a196a1a0-4579-4a0c-b3a3-855f4db8f64b

As an alternative, an audio only feed of the event is available by phone using the Conference ID and dial-in numbers below.

Thailand: +66 2 026 9035,,922648874#
Singapore: +65 6450 6302,,922648874#
Canada: (833) 845-9589,,922648874#
Türkiye: 0800 142 034779,,922648874#
United States: (833) 846-5630,,922648874#
United Kingdom: 0800 640 3933,,922648874#

Phone conference ID: 922 648 874#

For further information, please contact:

Valeura Energy Inc. (General Corporate Enquiries) +65 6373 6940
Sean Guest, President and CEO
Yacine Ben-Meriem, CFO
Contact@valeuraenergy.com

Valeura Energy Inc. (Investor and Media Enquiries) +1 403 975 6752 / +44 7392 940495
Robin James Martin, Vice President, Communications and Investor Relations
IR@valeuraenergy.com

Contact details for the Company’s advisors, covering research analysts and joint brokers, including Auctus Advisors LLP, Canaccord Genuity Ltd (UK), Cormark Securities Inc., Research Capital Corporation, and Stifel Nicolaus Europe Limited, are listed on the Company’s website at www.valeuraenergy.com/investor-information/analysts/.

About the Company

Valeura Energy Inc. is a Canadian public company engaged in the exploration, development and production of petroleum and natural gas in Thailand and in Türkiye. The Company is pursuing a growth-oriented strategy and intends to re-invest into its producing asset portfolio and to deploy resources toward further organic and inorganic growth in Southeast Asia. Valeura aspires toward value accretive growth for stakeholders while adhering to high standards of environmental, social and governance responsibility.

Additional information relating to Valeura is also available on SEDAR+ at www.sedarplus.ca.

Oil and Gas Advisories

Reserves and contingent resources disclosed in this news release are based on an independent evaluation conducted by the incumbent independent petroleum engineering firm, NSAI with an effective date of December 31, 2024. The NSAI estimates of reserves and resources were prepared using guidelines outlined in the Canadian Oil and Gas Evaluation Handbook and in accordance with National Instrument 51-101 – Standards of Disclosure for Oil and Gas Activities. The reserves and contingent resources estimates disclosed in this news release are estimates only and there is no guarantee that the estimated reserves and contingent resources will be recovered.

This news release contains a number of oil and gas metrics, including “NAV”, “reserves replacement ratio”, “RLI”, and “end of field life” which do not have standardised meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies. Such metrics are commonly used in the oil and gas industry and have been included herein to provide readers with additional measures to evaluate the Company’s performance; however, such measures are not reliable indicators of the future performance of the Company and future performance may not compare to the performance in previous periods.

“NAV” is calculated by adding the estimated future net revenues based on a 10% discount rate to net cash, (which is comprised of cash less debt) as of December 31, 2024. NAV is expressed on a per share basis by dividing the total by basic common shares outstanding. NAV per share is not predictive and may not be reflective of current or future market prices for Valeura.

“Reserves replacement ratio” for 2024 is calculated by dividing the difference in reserves between the NSAI 2024 Report and the NSAI 2023 Report, plus actual 2024 production, by the assets’ total production before royalties for the calendar year 2024.

“RLI” is calculated by dividing reserves by management’s estimated total production before royalties for 2025.

“End of field life” is calculated by NSAI as the date at which the monthly net revenue generated by the field is equal to or less than the asset’s operating cost.

Reserves

Reserves are estimated remaining quantities of commercially recoverable oil, natural gas, and related substances anticipated to be recoverable from known accumulations, as of a given date, based on the analysis of drilling, geological, geophysical, and engineering data, the use of established technology, and specified economic conditions, which are generally accepted as being reasonable. Reserves are further categorised according to the level of certainty associated with the estimates and may be sub-classified based on development and production status.

Proved reserves are those reserves that can be estimated with a high degree of certainty to be recoverable. It is likely that the actual remaining quantities recovered will exceed the estimated proved reserves.

Developed reserves are those reserves that are expected to be recovered from existing wells and installed facilities or, if facilities have not been installed, that would involve a low expenditure (e.g., when compared to the cost of drilling a well) to put the reserves on production.

Developed producing reserves are those reserves that are expected to be recovered from completion intervals open at the time of the estimate. These reserves may be currently producing or, if shut in, they must have previously been on production, and the date of resumption of production must be known with reasonable certainty.

Developed non-producing reserves are those reserves that either have not been on production, or have previously been on production, but are shut in, and the date of resumption of production is unknown.

Undeveloped reserves are those reserves expected to be recovered from known accumulations where a significant expenditure (e.g., when compared to the cost of drilling a well) is required to render them capable of production. They must fully meet the requirements of the reserves classification (proved, probable, possible) to which they are assigned.

Probable reserves are those additional reserves that are less certain to be recovered than proved reserves. It is equally likely that the actual remaining quantities recovered will be greater or less than the sum of the estimated proved plus probable reserves.

Possible reserves are those additional reserves that are less certain to be recovered than probable reserves. It is unlikely that the actual remaining quantities recovered will exceed the sum of the estimated proved plus probable plus possible reserves. There is a 10% probability that the quantities actually recovered will equal or exceed the sum of the estimated proved plus probable plus possible reserves.

The estimated future net revenues disclosed in this news release do not necessarily represent the fair market value of the reserves associated therewith.

The estimates of reserves and future net revenue for individual properties may not reflect the same confidence level as estimates of reserves and future net revenue for all properties, due to the effects of aggregation.

Contingent Resources

Contingent resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations using established technology or technology under development, but which are not currently considered to be commercially recoverable due to one or more contingencies. Contingencies are conditions that must be satisfied for a portion of contingent resources to be classified as reserves that are: (a) specific to the project being evaluated; and (b) expected to be resolved within a reasonable timeframe.

Contingent resources are further categorised according to the level of certainty associated with the estimates and may be sub‐classified based on a project maturity and/or characterised by their economic status. There are three classifications of contingent resources: low estimate, best estimate and high estimate. Best estimate is a classification of estimated resources described in the Canadian Oil and Gas Evaluation Handbook as the best estimate of the quantity that will be actually recovered; it is equally likely that the actual remaining quantities recovered will be greater or less than the best estimate. If probabilistic methods are used, there should be at least a 50 percent probability that the quantities actually recovered will equal or exceed the best estimate.

The project maturity subclasses include development pending, development on hold, development unclarified and development not viable. The contingent resources disclosed in this news release are classified as either development unclarified or development not viable.

Development unclarified is defined as a contingent resource that requires further appraisal to clarify the potential for development and has been assigned a lower chance of development until commercial considerations can be clearly defined. Chance of development is the likelihood that an accumulation will be commercially developed.

Conversion of the development unclarified resources referred to in this news release is dependent upon (1) the expected timetable for development; (2) the economics of the project; (3) the marketability of the oil and gas production; (4) the availability of infrastructure and technology; (5) the political, regulatory, and environmental conditions; (6) the project maturity and definition; (7) the availability of capital; and, ultimately, (8) the decision of joint venture partners to undertake development.

The major positive factor relevant to the estimate of the contingent development unclarified resources referred to in this news release is the successful discovery of resources encountered in appraisal and development wells within the existing fields. The major negative factors relevant to the estimate of the contingent development unclarified resources referred to in this news release are: (1) the outstanding requirement for a definitive development plan; (2) current economic conditions do not support the resource development; (3) limited field economic life to develop the resources; and (4) the outstanding requirement for a final investment decision and commitment of all joint venture partners.

Development not viable is defined as a contingent resource where no further data acquisition or evaluation is currently planned and hence there is a low chance of development, there is usually less than a reasonable chance of economics of development being positive in the foreseeable future. The major negative factors relevant to the estimate of development not viable referred to in this news release are: (1) current economic conditions do not support the resource development; and (2) availability of technical knowledge and technology within the industry to economically support resource development.

If these contingencies are successfully addressed, some portion of these contingent resources may be reclassified as reserves.

Of the best estimate 2C contingent resources estimated in the NSAI 2024 Report, on a risked basis: 74% of the estimated volumes are light/medium crude oil, with the remainder being heavy oil; 77% are categorised as Development Unclarified, with the remainder being Development Not Viable. Development Unclarified 2C resources have been assigned an average chance of development for the four fields ranging from 30% to 50% depending on oil type, while 2C Development Not Viable resources have been assigned an average chance of development ranging from 16% to 17%.

Resources Project Maturity Subclass	Light and Medium Crude Oil (Development Unclarified)				Chance of Development (%)
	Unrisked		Risked
	Gross (Mbbl)	Net (Mbbl)	Gross (Mbbl)	Net (Mbbl)
Contingent Low Estimate (1C) Development Unclarified	8,267	7,334	3,108	2,742	38	%
Contingent Best Estimate (2C) Development Unclarified	14,178	12,538	4,227	3,728	30	%
Contingent High Estimate (3C) Development Unclarified	21,072	18,644	5,289	4,673	25	%

Resources Project Maturity Subclass	Heavy Crude Oil (Development Unclarified)				Chance of Development (%)
	Unrisked		Risked
	Gross (Mbbl)	Net (Mbbl)	Gross (Mbbl)	Net (Mbbl)
Contingent Low Estimate (1C) Development Unclarified	7,807	7,358	4,045	3,813	52	%
Contingent Best Estimate (2C) Development Unclarified	10,641	10,029	5,325	5,018	50	%
Contingent High Estimate (3C) Development Unclarified	14,524	13,689	6,560	6,182	45	%

Resources Project Maturity Subclass	Light and Medium Crude Oil (Development Not Viable)				Chance of Development (%)
	Unrisked		Risked
	Gross (Mbbl)	Net (Mbbl)	Gross (Mbbl)	Net (Mbbl)
Contingent Low Estimate (1C) Development Not Viable	11,294	10,502	1,694	1,575	15	%
Contingent Best Estimate (2C) Development Not Viable	21,539	19,965	3,652	3,319	17	%
Contingent High Estimate (3C) Development Not Viable	33,503	30,964	5,363	4,802	16	%

Resources Project Maturity Subclass	Heavy Crude Oil (Development Not Viable)				Chance of Development (%)
	Unrisked		Risked
	Gross (Mbbl)	Net (Mbbl)	Gross (Mbbl)	Net (Mbbl)
Contingent Low Estimate (1C) Development Not Viable	2,069	1,950	310	293	15	%
Contingent Best Estimate (2C) Development Not Viable	2,091	1,971	341	321	16	%
Contingent High Estimate (3C) Development Not Viable	3,003	2,830	815	768	27	%

The NSAI estimates have been risked, using the chance of development, to account for the possibility that the contingencies are not successfully addressed. Due to the early stage of development for the development unclarified resources, NSAI did not perform an economic analysis of these resources; as such, the economic status of these resources is undetermined and there is uncertainty that any portion of the contingent resources disclosed in this new release will be commercially viable to produce.

Glossary

bbl	barrels of oil
Mbbl	thousand barrels of oil
MMbbl	million barrels of oil

Advisory and Caution Regarding Forward-Looking Information

Certain information included in this news release constitutes forward-looking information under applicable securities legislation. Such forward-looking information is for the purpose of explaining management’s current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes, such as making investment decisions. Forward-looking information typically contains statements with words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, “project”, “target” or similar words suggesting future outcomes or statements regarding an outlook.

Forward-looking information in this news release includes, but is not limited to, the profitability of the Nong Yao asset, relative to rest of the Company’s portfolio; the increase in the number of future development well locations; the estimated net asset value of the Company; the belief that an investment in Valeura’s shares represents an excellent value proposition; Valeura’s expectation that it will benefit from a more efficient tax structure as a result of the corporate restructuring; the inclusion of appraisal-led drilling targets in further infill development drilling programmes; the ability for Jasmine to continue serving as a key source of cash generation; timing to commission the low-BTU gas generator and to reduce greenhouse gas emissions and operating costs; planned drilling and well workovers in 2025; timing to consider a final investment decision on the Wassana field redevelopment project; and the Company’s belief that the Thrace basin deep gas play could be a source of significant value in the longer term. In addition, statements related to “reserves” and “resources” are deemed to be forward-looking information as they involve the implied assessment, based on certain estimates and assumptions, that the resources can be discovered and profitably produced in the future.

Although the Company believes the expectations and assumptions reflected in such forward-looking information are reasonable, they may prove to be incorrect.

Forward-looking information is based on management’s current expectations and assumptions regarding, among other things: political stability of the areas in which the Company is operating; continued safety of operations and ability to proceed in a timely manner; continued operations of and approvals forthcoming from governments and regulators in a manner consistent with past conduct; ability to achieve extensions to licences in Thailand and Türkiye to support attractive development and resource recovery; future drilling activity on the required/expected timelines; the prospectivity of the Company’s lands; the continued favourable pricing and operating netbacks across its business; future production rates and associated operating netbacks and cash flow; decline rates; future sources of funding; future economic conditions; the impact of inflation of future costs; future currency exchange rates; interest rates; the ability to meet drilling deadlines and fulfil commitments under licences and leases; future commodity prices; the impact of the Russian invasion of Ukraine; the impact of conflicts in the Middle East; royalty rates and taxes; management’s estimate of cumulative tax losses being correct; future capital and other expenditures; the success obtained in drilling new wells and working over existing wellbores; the performance of wells and facilities; the availability of the required capital to funds its exploration, development and other operations, and the ability of the Company to meet its commitments and financial obligations; the ability of the Company to secure adequate processing, transportation, fractionation and storage capacity on acceptable terms; the capacity and reliability of facilities; the application of regulatory requirements respecting abandonment and reclamation; the recoverability of the Company’s reserves and contingent resources; future growth; the sufficiency of budgeted capital expenditures in carrying out planned activities; the impact of increasing competition; the availability and identification of mergers and acquisition opportunities; the ability to successfully negotiate and complete any mergers and acquisition opportunities; the ability to efficiently integrate assets and employees acquired through acquisitions; global energy policies going forward; international trade policies; future debt levels; and the Company’s continued ability to obtain and retain qualified staff and equipment in a timely and cost efficient manner. In addition, the Company’s work programmes and budgets are in part based upon expected agreement among joint venture partners and associated exploration, development and marketing plans and anticipated costs and sales prices, which are subject to change based on, among other things, the actual results of drilling and related activity, availability of drilling, offshore storage and offloading facilities and other specialised oilfield equipment and service providers, changes in partners’ plans and unexpected delays and changes in market conditions. Although the Company believes the expectations and assumptions reflected in such forward-looking information are reasonable, they may prove to be incorrect.

Forward-looking information involves significant known and unknown risks and uncertainties. Exploration, appraisal, and development of oil and natural gas reserves and resources are speculative activities and involve a degree of risk. A number of factors could cause actual results to differ materially from those anticipated by the Company including, but not limited to: the ability of management to execute its business plan or realise anticipated benefits from acquisitions; the risk of disruptions from public health emergencies and/or pandemics; competition for specialised equipment and human resources; the Company’s ability to manage growth; the Company’s ability to manage the costs related to inflation; disruption in supply chains; the risk of currency fluctuations; changes in interest rates, oil and gas prices and netbacks; the risk that the Company’s tax advisors’ and/or auditors’ assessment of the Company’s cumulative tax losses varies significantly from management’s expectations of the same; potential changes in joint venture partner strategies and participation in work programmes; uncertainty regarding the contemplated timelines and costs for work programme execution; the risks of disruption to operations and access to worksites; potential changes in laws and regulations, including international treaties and trade policies; the uncertainty regarding government and other approvals; counterparty risk; the risk that financing may not be available; risks associated with weather delays and natural disasters; and the risk associated with international activity. See the most recent annual information form and management’s discussion and analysis of the Company for a detailed discussion of the risk factors.

Certain forward-looking information in this news release may also constitute “financial outlook” within the meaning of applicable securities legislation. Financial outlook involves statements about Valeura’s prospective financial performance or position and is based on and subject to the assumptions and risk factors described above in respect of forward-looking information generally as well as any other specific assumptions and risk factors in relation to such financial outlook noted in this news release. Such assumptions are based on management’s assessment of the relevant information currently available, and any financial outlook included in this news release is made as of the date hereof and provided for the purpose of helping readers understand Valeura’s current expectations and plans for the future. Readers are cautioned that reliance on any financial outlook may not be appropriate for other purposes or in other circumstances and that the risk factors described above or other factors may cause actual results to differ materially from any financial outlook.

The forward-looking information contained in this news release is made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. The forward-looking information contained in this news release is expressly qualified by this cautionary statement.

This news release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction, including where such offer would be unlawful. This news release is not for distribution or release, directly or indirectly, in or into the United States, Ireland, the Republic of South Africa or Japan or any other jurisdiction in which its publication or distribution would be unlawful.

Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this news release.

This information is provided by Reach, the non-regulatory press release distribution service of RNS, part of the London Stock Exchange. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

MIL-OSI Africa: Congo Energy & Investment Forum (CEIF): CLG Workshop Offers Insight into Congo’s Legal Framework

Source: Africa Press Organisation – English (2) – Report:

BRAZZAVILLE, Congo (Republic of the), March 24, 2025/APO Group/ —

Pan-African legal firm CLG – formerly Centurion Law Group – led a workshop during the inaugural Congo Energy & Investment Forum (CEIF) on the country’s legal and fiscal frameworks. The workshop – Mastering Business in Congo: Challenges and Strategic Solutions for Success – delved into strategies investors can deploy to navigate the Republic of Congo’s business environment as the country prepares to launch an international licensing round.

As a leading provider of specialized legal and tax advisory services, CLG – a Legal Partner of CEIF 2025 – caters to a diverse portfolio of multinational energy companies. With offices in the Republic of Congo, Germany, South Africa, Nigeria, Mauritius, Ghana, Cameroon, Equatorial Guinea, Namibia and South Sudan, the firm delivers bespoke solutions for a variety of challenges faced by oil and gas companies. The CLG workshop underscored how the firm’s expertise can support oil and gas projects in the Republic of Congo as the country targets 500,000 barrels per day of oil.

“Our goal is to provide solutions by interpreting regulations, ensuring companies can operate freely. We have advisors across several African countries,” stated Zion Adeoye, CEO and Group Managing Partner, CLG.

The country’s strong Central African presence and deep knowledge of the associated legal frameworks gives it an edge in the region’s energy landscape. According to Yves Ollivier, Managing Director, CLG Congo, the firm’s services in the region include M&A transactions, due diligence, legal secretariat services for oil and gas companies and expertise in intellectual property and immigration laws.

“We provide legal opinions in various fields, including employment law, corporate structuring and contract negotiations,” he explained.

In addition to these services, CLG has strong expertise in taxation. Daoudou Mohammad, Director: Tax and Legal, CLG Congo, explained that the firm assists companies with tax compliance, fiscal advisory services and global tax audits. “We conduct comprehensive tax reviews and offer targeted training upon request,” he said.

For the Republic of Congo, these services will play a key role in facilitating investment, advancing projects and realizing the country’s energy production goals. Given the complexity of the oil and gas sector, understanding the potential challenges associated with the industry is vital.

Oneyka Cindy Ojogbo, Deputy Managing Director & Partner, CLG, explained that, “Understanding all contractual details is crucial, especially in the gas sector. We have encountered cases where disputes arose due to poorly negotiated agreements. Anticipating potential legal issues is key to mitigating risks.”

Additional challenges include misunderstanding of the requisite taxation laws. Mohammad pointed out that many companies fail to consider available tax exemptions, leading to missed opportunities for fiscal optimization. “A thorough assessment of tax incentives can significantly reduce financial burdens. Companies should proactively evaluate their eligibility for exemptions,” he advised.

MIL OSI Africa –

March 25, 2025

MIL-OSI: Middlefield Canadian Income PCC – Annual Financial Report

Source: GlobeNewswire (MIL-OSI)

Middlefield Canadian Income PCC (the “Company”)

Including Middlefield Canadian Income – GBP PC (the “Fund”), a cell of the Company

Registered No: 93546

Legal Entity Identifier: 2138007ENW3JEJXC8658

ANNUAL FINANCIAL REPORT

The Company hereby announces the publication of its full unedited annual financial report for the year ended 31 December 2024 (the “AFR”).

In accordance with Listing Rule 6.4.1, a copy of the AFR has been submitted to the National Storage Mechanism and it will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The AFR is also available from the ‘Trust Documents’ section of the Company’s website: https://middlefield.com/funds/uk-funds/middlefield-canadian-income-trust/

Enquiries:

Secretary

JTC Fund Solutions (Jersey) Limited

Tel.: 01534 700000

Dean Orrico

President

Middlefield International Limited

Tel.: 01203 7094016

END OF ANNOUNCEMENT

Middlefield Canadian Income Trust

Annual Report and Accounts

For the year ended 31 December 2024

LON: MCT

Focusing on high levels of stable and increasing income together with capital growth, this Fund invests in high quality, Canadian large capitalisation businesses. Middlefield Limited, the Fund’s investment manager, is a private and independent firm located in Toronto, Canada, and is regulated by the Ontario Securities Commission.

Financial Highlights

2024 DIVIDENDS PAID

5.3p per share

1.325p per share quarterly

5.5p per share New Dividend Guidance for 2025¹

YIELD

4.6%

SHARE PRICE

116.00p

NAV PER SHARE

134.05p

NET ASSETS

£142.7m

1. This is a target only and does not constitute, nor should it be interpreted as, a profit forecast.

Why Middlefield Canadian Income PCC?

Who is this fund for?

This Fund is for long-term investors seeking dividends and capital appreciation from a diversified portfolio of stable, profitable businesses domiciled primarily in Canada.

Reasons to buy

Unique

The UK’s only listed Canadian equity fund focused on high income – admitted to the FTSE UK All-Share Index in 2011.

Proven

Outperformance over the period since inception in 2006. The Fund’s total return for 2024 was 20.6 per cent versus the benchmark total return of 7.6 per cent.

Diversification

UK investors are underexposed to Canadian equities – Canada is one of the largest investable economies in the developed world.

High Income

Canadian equities offer a higher yield compared to other developed markets. MCT has consistently paid dividends in excess of 5p per share per annum since 2017 and increased its dividend in 2023, 2024 and 2025.

Stability

Canada is a member of the G7 and offers one of the most stable political and financial systems in the world.

Governance

Experienced Board of Directors with an independent majority, re-elected annually by shareholders to protect their interests.

A member of the Association of Investment Companies

Further details about the Company, including the latest annual and half yearly financial reports, fact sheets and stock exchange announcements, are available on the website at www.middlefield.co.uk/mcit.htm

Contents

Strategic Report

Key Information 4

Historical Performance 5

Chairman’s Statement 6

Investment Manager’s Report 11

Top Holdings 13

ESG Policy 16

Business Model 22

Biographies 26

Corporate Information 29

Report of the Directors 36

Corporate Report

Statement of Directors’ Responsibilities 40

Directors’ Remuneration Report 41

Corporate Governance Statement 43

Report of the Audit Committee 48

General Shareholder Information 51

General Data Key Investor Document and Related Data 52

Independent Auditor’s Report on the Fund 53

Financial Statements

Statement of Financial Position of the Fund 60

Statement of Comprehensive Income of the Fund 61

Statement of Changes in Redeemable Participating Preference Shareholders’ Equity of the Fund 62

Statement of Cash Flows of the Fund 63

Notes to the Financial Statements of the Fund 64

Independent Auditor’s Report on the Company 81

Statement of Financial Position of the Company 84

Notes to the Financial Statements of the Company 85

Definitions 86

Alternative Performance Measures 87

Key Information

This Fund invests in larger capitalisation Canadian and U.S. high yield equities with a focus on companies that pay and grow dividends.

Exposure to Key Canadian Themes & Industries

Canadian companies are amongst the world leaders across the real estate, financial and energy and power sectors.

Real Estate

Canada has had the highest population growth rate in the developed world. Immigration tailwinds and a highly educated workforce are expected to support ongoing demand for real estate in Canada. Middlefield is one of the top real estate investors in Canada with over 40 years of experience and $450M+ in AUM across real estate strategies.

Financials

One of the world’s most sophisticated and well-capitalised banking systems, Canada’s banks are well-positioned to consistently grow their dividends over time. Canadian financials have historically demonstrated less volatility than peers during periods of market uncertainty.

Energy and Power

North American energy is expected to play a vital role in energy security and the energy transition over the coming decades. Its domestic power market benefits from an abundance of renewable energy sources and robust demand for electricity driven by immigration, growing corporate demand, and improving global accessibility.

Key Data as at 31 Dec 2024

Historical Performance

As at 31 December 2024

Performance Since Inception to 31 December 2024

As at 31 December 2024

Notes:

1. Net asset value total returns (in Sterling, net of applicable withholding taxes, fees, and including the reinvestment of dividends).

2. The Fund’s benchmark, the S&P/TSX Composite High Dividend Index (“Benchmark”), has been currency adjusted to reflect the Canadian Dollar (“CAD”) returns from inception to October 2011 (while the Fund was CAD hedged) and Sterling (“GBP”) returns thereafter.

3. Prior to 31 October 2024, the Fund’s Benchmark as well as the S&P/TSX Composite Index, were calculated gross of withholding tax. Beginning 31 October 2024, the Benchmark and the S&P/TSX Composite Index are calculated net of a 15% withholding tax and all period returns have been restated on this basis.

Recent Performance	1 Mth	3 Mth	6 Mth	YTD	1 Year
Share Price	-10.8%	3.6%	15.3%	20.6%	20.6%
NAV	-4.2%	2.6%	12.9%	15.1%	15.1%
Benchmark	-4.7%	1.1%	7.7%	7.6%	7.6%
S&P/TSX Composite	-4.5%	4.2%	9.9%	13.5%	13.5%

Long-Term Performance	3 Year annualised	5 year annualised	7 Year annualised	10 year annualised	Since Inception annualised¹
Share Price	4.3%	8.2%	7.2%	6.7%	6.8%
NAV	3.3%	7.2%	6.8%	7.4%	7.2%
Benchmark	5.2%	7.9%	6.9%	7.1%	6.1%
S&P/TSX Composite	6.4%	9.8%	8.3%	8.4%	6.4%

Long-Term Performance	3 Year cumulative	5 year cumulative	7 Year cumulative	10 year cumulative	Since Inception cumulative¹
Share Price	13.5%	48.3%	62.8%	90.8%	239.0%
NAV	10.2%	41.9%	58.1%	104.1%	262.7%
Benchmark	16.4%	46.3%	59.2%	97.6%	199.1%
S&P/TSX Composite	20.5%	59.3%	74.6%	124.4%	215.0%

Sources: Middlefield, Bloomberg. As at 31 December 2024.

Past performance is not a guide to the future. The price of investments and the income from them may fall as well as rise and investors may not get back the full amount invested. All price information is indicative only.

Total returns including the reinvestment of dividends for all returns. Fund returns are net of fees.

Composite of monthly total returns for the S&P/TSX Income Trust Index from inception to 31 December 2010 and the S&P/TSX Composite High Dividend Index (formerly named the S&P TSX Equity Income Index).

Currency adjusted to reflect CAD$ returns from inception of MCT to Oct 2011 and GBP returns thereafter since MCT was CAD$ hedged from inception to Oct 2011

Prior to 31 October 2024, the Fund’s Benchmark, as well as the S&P/TSX Composite Index, were calculated gross of withholding tax. Beginning 31 October 2024, the Benchmark and the S&P/TSX Composite Index are calculated net of a 15% withholding tax and all period returns have been restated on this basis.

Chairman’s Statement

Michael Phair

Chairman

It is my pleasure to introduce the 2024 Annual Financial Report for Middlefield Canadian Income PCC (“MCT” or the “Company”) and its closed-ended cell known as Middlefield Canadian Income – GBP PC (the “Fund”). The Fund invests primarily in dividend-paying Canadian equities, with the objective of providing shareholders with a high level of dividend as well as capital growth over the longer term.

Investment Performance

The Fund delivered very good relative performance in 2024. MCT generated total returns of 20.6 per cent on its share price and 15.1 per cent on net assets, both of which were higher than the benchmark total return of 7.6 per cent. Financials, Energy, and Utilities were all positive contributors primarily due to sector allocation and stock selection gains. The Investment Manager believes that 2024 represented the early stages of a sustained outperformance following a period of challenging market conditions for the Fund’s core sectors. In January 2025, the Fund’s dividend was increased from 5.3p to 5.5p per share per annum.

Over 2024, the discount to net asset value at which the Fund’s shares traded narrowed from -16.8 per cent at the start of the year to -13.5 per cent at the end. The discount moved to within -6 per cent at the beginning of December 2024 which coincided with the share price increasing to 131.25p, a high point for the year. This increase reflected the buying activity by Saba Capital Management L.P. (“Saba”) which first announced a notifiable holding in the Fund’s shares in April 2024, and which has announced further increases in its holding since such date. Saba’s current total interest in the Fund’s shares (comprising its direct and indirect exposure) is estimated to be 29 per cent. Recent developments regarding Saba are discussed below under “Engagement with Saba”.

Investment Management

The Board has regular contact with the Investment Manager, Middlefield Limited, to discuss portfolio strategy and review its investment approach, gearing and sector allocations. We remain satisfied that the Investment Manager is applying the strategy consistently and professionally and are confident that the Investment Manager’s outlook and the Fund’s corresponding positioning are capable of delivering good performance over time.

Middlefield Limited, the Fund’s Investment Manager, has 45 years of investing experience. The Investment Manager uses an actively managed strategy, allowing it to take advantage of market dislocations across Canada and the U.S. In 2024, Canada was ahead of other developed countries in reducing their policy rates after sustained downward trends in inflation. Meanwhile, the U.S. Federal Reserve’s monetary policy remained restrictive for longer. In light of the high levels of cash flow and dividends that Canadian equities offer, and the valuation discounts at which they trade relative to U.S. companies, the Board remains supportive of the Investment Manager’s decision to be substantially invested in Canadian equities. In Q4 2024, against the backdrop of an improving outlook for the Canadian economy as well as a peaking of 10-year government bond yields in the U.S. and Canada, the Fund increased its exposure in Canadian energy from c. 19 per cent to c. 22 per cent which remains above the benchmark, while Real Estate remains the most overweight sector in the Fund relative to the benchmark.

Shareholder Engagement

Increasing investor interest in the Fund remains one of the Board’s highest priorities. The Board continues to promote the Company through the Investment Manager’s investor relations initiative, which is dedicated to keeping our shareholders well-informed, especially in times of market turmoil. The Investment Manager provides regular updates through commentaries and articles to get their perspectives directly. This content is accessible on the Investment Manager’s website, where it generates regular insights into the portfolio’s outlook and the decision-making process: Middlefield Canadian Income Trust Content. In addition, the Trust remains engaged with Kepler Partners. Kepler Partners continues to introduce the Investment Manager to new investors throughout London and its surrounding regions, while consistently producing research aimed at raising the profile of the Fund. Kepler Partner’ coverage of the Fund can be accessed at: Middlefield Canadian Income Research. The Board also works with Buchanan, a public relations firm tasked with enhancing the Fund’s reputation among retail investors. The Fund’s ongoing press engagements are featured on our website under “Featured Press”. Alternatively, prospective investors can subscribe to email updates on the Fund’s website to be updated regularly: Middlefield Canadian Income Trust | Middlefield Group.

Fund Sector Weights Compared to Benchmark as at 31 December 2024

Sector Allocation	MCT	Benchmark	Over/Underweight
Financials	27.3%	30.0%	-2.7%
Energy	22.4%	15.0%	7.4%
Real Estate	18.5%	4.4%	14.1%
Pipelines	16.9%	15.8%	1.1%
Utilities	9.5%	13.8%	-4.3%
Materials	2.8%	5.4%	-2.6%
Communication Services	2.6%	10.4%	-7.8%
Consumer Discretionary	0.0%	3.0%	-3.0%
Industrials	0.0%	0.8%	-0.8%
Consumer Staples	0.0%	0.8%	-0.8%
Health Care	0.0%	0.7%	-0.7%
Information Technology	0.0%	0.0%	0.0%
Total	100.0%	100.0%

Source: Middlefield, Bloomberg

The background to the Fund’s performance is explained in depth by Mr Dean Orrico in the Investment Manager’s accompanying report.

Engagement with Saba

Since the Fund’s year end, on 10 February 2025 the Fund, together with three other UK-listed closed-end funds, received a requisition notice from Saba, marking the second phase of Saba’s recent activist campaign in the UK-listed closed-end fund sector. The first phase commenced on 18 December 2024 with Saba requisitioning general meetings at seven UK-listed closed-end funds, proposing resolutions (each of which later failed) to remove the current independent directors of those seven funds and replace them with Saba’s own appointees, with a view to also terminating the management contracts and, in due course, replacing the investment managers with Saba.

The requisition notice received by the Fund on 10 February 2025 was for the approval by shareholders of the taking of all necessary steps to implement a scheme or process by which shareholders would become (or have the option to become) shareholders of a UK-listed open-ended investment company (or similar open-ended investment vehicle) implementing a substantially similar strategy to the Fund. Such scheme or process could entail shareholders rolling into an existing or newly established UK-listed open-ended investment company (or similar open-ended investment vehicle), in either case managed by the Fund’s existing investment manager or one of its affiliates.

Following consultation with a number of the Fund’s largest shareholders including Saba, and following constructive discussions with Saba, on 21 February 2025 the Fund announced that Saba had agreed to withdraw its requisition notice for a period of 60 days to enable the Fund and its advisers to formulate proposals that are in the best interests of all shareholders.

Gearing

The Fund reports its gearing relative to net and total assets in its monthly fact sheet. Gearing relative to total assets was consistent throughout 2024. This compares to the Fund’s upper gearing limit of 25 per cent. of its total assets at the time of drawdown. Net gearing, which represents borrowings as a percentage of net assets, is the AIC standard measure of gearing. Net gearing at the start of the year was 17.2 per cent and ended the period on 31 December 2024 at 19.3 per cent.

The cost of borrowing has come down in 2024 due to the Bank of Canada cutting rates by a total of 175 basis points throughout the year. We anticipate further declines in borrowing costs as the BoC is expected to continue its easing cycle in 2025. The Board continues to believe the use of gearing is warranted at prevailing interest rates due to an expected total return that exceeds total borrowing costs. The Board will continue to weigh the benefits of gearing against the costs and monitor the spread between interest expenses and the yield of the portfolio to ensure the use of leverage remains in the best interest of shareholders. On 3 April 2024, the credit facility was amended to replace Banker’s Acceptances with CORRA (Canadian Overnight Repo Rate Average administered and published by the Bank of Canada) loans.

Earnings and Dividends

In light of the excess revenue earnings generated by the Fund this year, together with the prospect of dividend growth from the underlying portfolio, the Board approved a 0.2p increase to the annual dividend target in early 2025 to 5.5p for 2025. This is a target only and should not constitute, nor should it be interpreted as a profit forecast.

Quarterly interim dividends each of 1.325p per share were paid on 31 January 2024, 30 April 2024, 31 July 2024 and 31 October 2024 representing a 1.92 per cent. increase to quarterly payments made in 2023.

Consistent dividend growth is a core consideration for the Fund’s security selection process and factored into the Board’s decision to increase the dividend. The Company’s revenue earnings per share totalled 5.61p for the current year, reflecting a dividend coverage ratio of 1.06. This compares to dividend coverage ratios of 1.07 in 2023 and 1.16 in 2022. The Board regularly reviews the Fund’s dividend coverage and, subject to market conditions as well as the Fund’s earnings, it will continue to consider whether further dividend increases are warranted in the future.

Directors’ Remuneration

For 2024, the directors’ remuneration remained at £36,000 per annum for the chairman of the Board, £32,000 per annum for the chairman of the audit committee and £29,000 per annum for all other directors bar Mr Orrico, who has waived his entitlement for remuneration for acting as a director. The last increase was on 1 July 2023.

Related Party Transactions

The Company’s related parties are its directors and the Investment Manager. There were no related party transactions (as defined in the Listing Rules) during the year under review, nor up to the date of this report. Details of the remuneration paid to the directors and the Investment Manager during the year under review are shown in note 13.

Material Events

Save for the Saba requisition and the Board’s ongoing consideration of future strategic options for the Company following engagement with Saba as referred to above, the Board is not aware of any significant event or transaction which has occurred between 1 January 2025 and the date of publication of this statement which could have a material impact on the financial position of the Fund.

Company and Fund Annual General Meetings

At each of the Company and Fund Annual General Meetings held on 13 June 2024, all resolutions, relating to both ordinary business and special business were duly passed.

Board Composition and Succession Planning

The Board frequently reviews its succession planning strategy and has taken multiple steps in recent years to refresh its composition. We are pleased with the significant progress made to ensure the highest standards of good corporate governance. These steps include the appointment of four new nonexecutive directors over the past five years: Mr Michael Phair (on 13 June 2019), Ms Kate Anderson (on 12 April 2021), Ms Janine Fraser (on 13 September 2022) and Mr Andrew Zychowski (on 30 June 2023).

The Board currently comprises five nonexecutive directors, of whom four are independent and 40 per cent are female, including the senior independent director.

Contact

Shareholders can write to the Company at its registered office or by email to the Secretary at middlefield.cosec@ JTCGroup.com.

Principal Risks and Uncertainties

Trade policy uncertainty will remain a persistent overhang in the coming months, affecting business confidence, capital investment, and supply chain planning across North America. With the looming USMCA renegotiation deadline and ongoing discussions around tariffs, businesses face heightened risks when making strategic decisions. Companies reliant on cross-border trade may hesitate to expand operations, allocate capital, or engage in M&A, given the potential for new trade barriers and shifting regulatory frameworks. This uncertainty could lead to reduced investment and prolonged supply chain inefficiencies, ultimately weighing on economic growth and corporate earnings.

Additionally, although discussions to date between the Board and Saba have been constructive, uncertainty remains over how the Company will proceed going forwards. The Board remains mindful of the need to act at all times in the best interests of shareholders as a whole and wishes to avoid future engagement in costly and time-consuming activist shareholder campaigns.

Despite inflation moderating in 2024, the risk of an upside surprise in inflation remains a key concern. Stickier inflation could erode consumer purchasing power and increase the cost of borrowing, stifling economic activity. Persistently high inflation could delay further rate cuts from central banks, which could exacerbate financial stress, leading to higher delinquency rates and weaker household consumption.

The combination of expanding fiscal policies and easing monetary conditions could further strain government balance sheets in 2025. Canada and the US continue to run large fiscal deficits, with rising debt levels fuelling concerns about long-term sustainability. Increased government borrowing costs, especially in a higher-for-longer rate environment, could lead to investors demanding higher risk premiums and increased volatility in bond markets and sovereign credit ratings.

Geopolitical concerns in 2024 centred on the wars in Ukraine and the Middle East, trade policy between the US and its trading partners, and a change in leadership in Canada and U.S. Although there are efforts to reach a ceasefire in both Ukraine and Israel, these conflicts all have the potential to disrupt global trade routes, commodity prices, and investor sentiment. The risk of further escalation could lead to supply shocks in energy markets, driving up commodity prices and putting renewed pressure on inflation. In addition, strained US-China relations – particularly over trade, technology and Taiwan – could introduce market volatility, affecting global supply chains and investment flows.

Managing Risks

The Board places significant emphasis on the Company’s risk assessment and the management of substantial risks. The Board prioritises this aspect, guided by its evaluation of the risks inherent in the Company’s operations. It oversees the controls implemented by the Board, the Investment Manager and other service providers. These evaluations and oversight activities are documented in the Company’s business risk matrix assessment, which remains an effective instrument for identifying and tracking primary risks.

The directors consider the principal risks of the Company to be those risks, or a combination thereof, that may materially threaten the Company’s ability to meet its investment objectives, its solvency, liquidity or viability. In assessing the principal risks, the directors consider the Company’s exposure to and likelihood of factors that they believe would result in significant erosion of value, such as the possibility of a recession, the ability of Canada to diversify its economy away from natural resources, ongoing geopolitical tensions, the impact of climate change risk on investee companies, foreign exchange rates and the impact of higher interest rates on the Company and investor sentiment.

At the time of this report, trade policy uncertainty, interest rates, and geopolitical tensions continue to have an impact on markets at both macro and micro levels. Growing geopolitical tensions can increase the risk of supply chain shocks and spikes in commodity prices. While the long-term severity and the impact on the Company’s principal risks and viability cannot currently be predicted with any accuracy, it is expected that a prolonged war in the Middle East would have detrimental effects on market sentiment, which could affect the Company’s asset values.

Outlook

Canada is well-positioned for economic resilience and market outperformance, supported by a lower rate environment, strong corporate fundamentals, and favourable structural tailwinds across key sectors. 2024 served as a strong base for the Fund’s core sector exposures, and we expect to build on that momentum. Canadian equities continue to offer attractive valuations, robust earnings growth, and compelling risk-adjusted returns relative to global peers. MCT remains strategically positioned to capitalise on these trends, with its core exposure in financials, real estate, energy, pipelines, and utilities – sectors that are well insulated from external trade policy uncertainty and provide strong income generation, stability, and long-term growth potential. The Fund does not hold significant exposure to industries most vulnerable to tariffs, such as manufacturing, autos, and materials, reducing its reliance on unpredictable trade negotiations.

Despite having similar expected earnings growth over the next two years, Canadian equities continue to trade at steep valuation discounts to US stocks. With a circa 4.5 per cent dividend yield, the Fund also provides a stable and growing stream of income to investors in the form of quarterly distributions. We believe the current valuation discount embedded in Canadian equities offers a compelling entry point into high-quality Canadian companies. We continue to advocate that UK investors seeking North American equity exposure should allocate capital to Canada.

We look forward to an ongoing dialogue with shareholders in order to inform our decision making process going forward and to enable us to continue to act in the best interests of all shareholders.

Michael Phair

Chairman

24 March 2025

Middlefield Group is a private and independent asset manager focused on equity income investment strategies. Located in Toronto, Canada, the company oversees a suite of funds, many of which have been recognised for excellence in various investment categories. Middlefield specialises in managing diversified equity income strategies for UK and Canadian investors with a particular focus on delivering stable distributions and capital appreciation over the long term.

Investment Manager’s Report

Dean Orrico

2024 was an exceptional year for MCT unitholders, as we look to build on the momentum for continued growth into 2025. Despite both the TSX Composite and S&P 500 closing near all-time highs, many areas of the market, such as dividend payers and small-caps, did not meaningfully participate in the 2024 market rally. Technology and communication services stocks led to the upside while cyclical and value sectors lagged. In British Pounds, shares in the Fund generated a total return of 20.6 per cent and a NAV total return of 15.1 per cent. In local currency, the S&P 500, NASDAQ Composite, and the TSX Composite returned 25 per cent, 30 per cent and 22 per cent, respectively. The TSX lagged the S&P 500 by 3 per cent in 2024, due to its lower exposure to technology stocks and greater weighting to cyclical and value sectors. The Fund’s benchmark is more concentrated in higher-yielding dividend stocks and returned 9.6 per cent, lagging the TSX by nearly 12 per cent. Price-to-earnings multiples remain depressed for the TSX, resulting in a 4x multiple discount relative to the S&P 500.

We are encouraged by several trends that emerged in mid-2024. Firstly, the Bank of Canada (BoC) began its first rate-cutting cycle in 4 years through a series of rate cuts totalling 175 basis points. Meanwhile, 10-year bond yields fell by more than 100 basis points from their 2023 highs as inflation concerns abated. Second, market breadth improved as companies and sectors that lagged throughout 2023 and H1’2024 benefitted from a relief rally. We believe this market broadening could represent the early stages of a prolonged recovery in dividend-paying stocks that should continue throughout 2025.

In British Pounds, the Fund’s net asset value generated a total return of 15.1 per cent. Stock selection within the energy sector was the biggest contributor to performance in 2024 following a difficult 2023 period, with Enbridge and TC Energy among the Top 5 biggest contributors to performance. Utilities were the next biggest contributor, with Capital Power generating a total return of 77.9 per cent due to its strategy to supply power for upcoming AI data centres in Canada. Capital Power remains a large overweight position relative to the benchmark and has been a consistent Top 10 holding in the Fund.

President Trump’s second term has introduced significant trade policy uncertainty. Despite all the trade noise, Canada’s economy remains on sound footing and is compelling for investors seeking attractive valuations and higher levels of income. While the scale and scope of potential US tariffs remain unpredictable, the Fund is well-positioned due to its diversification across resilient, high-quality sectors. With a focus on Canadian financials, pipelines, and REITs, the Fund is largely insulated from more tariff-targeted manufacturing industries, such as steel, aluminium, autos, and lumber. Similar to President Trump’s first term, we believe rational economic interests will prevail and the USMCA trade agreement will ultimately be renegotiated with minimal impact on Canadian equities. The U.S. represents over 75 per cent of Canadian exports and is an extremely important end-market for these sectors. US, Canada, and Mexico share over $1.5 trillion in annual trade, supporting 17+ million jobs across the three economies. This trilateral trade flow is one of the largest in the world, underscoring the significance of the USMCA agreement in maintaining economic stability in North America. Given this deep integration, renegotiations will likely aim to preserve trade stability rather than disrupt it.

The Canadian federal election which has been called for 28 April 2025, will be a key event to watch with potential positive implications for economic policy, trade, and capital markets. A Canada-first mentality is gaining traction, emphasizing deregulation, pro-business policies, and strengthening domestic industries. A more conservative, business-friendly government could lead to increased investment in key sectors such as energy infrastructure, along with streamlined regulatory processes to encourage economic growth. In addition, diversifying trade partnerships beyond the US could present significant opportunities for Canadian pipeline and energy companies. These developments could also lead to increased foreign investment in Canada, strengthening the Canadian dollar. However, trade policy negotiations will bring uncertainty in the markets, particularly if US protectionist policies weigh on exports.

Our base assumption remains that Canadian inflation will continue trending lower throughout 2025, supported by slowing immigration, easing supply chain pressures, and a more accommodative monetary policy stance from central banks. Over the past year, both the BoC and the Fed have seen meaningful progress in reducing inflation which has prompted rate cuts. However, deregulation, increased fiscal spending, and tax relief in the US could reintroduce inflationary pressures by stimulating aggregate demand, business investment, and consumer spending. While these policies are beneficial for long-term growth, they could delay or slow the pace of rate cuts if inflation proves to be stickier than expected. The balance between continued disinflation and the potential for reaccelerating inflation will be a key theme for policymakers in the year ahead.

We remain constructive on the Canadian real estate sector in 2025. Although there was a strong rally in REIT unit prices during Q3, we saw a reversal after 10-year yields began climbing again. Investor sentiment for the broader real estate sector is inflecting and we are now seeing foreign buyers of Canadian REITs after a prolonged disconnect between fundamentals and valuations. With bond yields declining and central banks cutting rates further, we believe certain REITs are extremely well-positioned to outperform. Canadian REITs continue trading at an approximate 25 per cent discount to NAV.

We expect quality REITs that generate stable and growing cash flows to narrow this discount throughout 2025. For these reasons, real estate remains the Fund’s largest active sector weight relative to the Benchmark. The Fund’s core real estate exposure areas include necessity-based retail, apartments, industrial, and seniors housing.

Energy was among the Fund’s biggest contributors to performance in 2024 and remains a high-conviction investment theme for 2025. Energy represents 22 per cent of the portfolio, which outweighs the benchmark by 7.4 per cent. As geopolitical tensions mount, energy security has become a paramount issue for many countries. Canada’s oil and natural gas reserves rank in the top five globally, positioning the Canadian energy sector for consistent growth for decades. The recently completed Trans Mountain Expansion project will help unlock this growth potential by increasing capacity for crude oil transportation by an additional 590,000 barrels per day. In addition, LNG Canada, the largest private infrastructure project in Canada’s history, will become operational later this year. With an export capacity of 1.8 Bcf/d, LNG Canada will provide Canadian gas producers with a material boost to production egress. These large infrastructure projects are expected to stimulate significant investments from energy producers as well as midstream companies that will need to add necessary processing and handling capabilities.

Financials represented 28 per cent of the Fund and remained the largest sector exposure in 2024. The decision stemmed from our growing confidence in the economic landscape both in Canada and the U.S, increasing corporate and investor sentiment as well as a pickup in capital markets activity. As the Bank of Canada began cutting rates mid-2024, Canadian banks rallied in Q3 after posting solid earnings results and improved sentiment. The banks remain well capitalised above regulatory minimums and are now strategically deploying capital to support organic growth. Credit concerns have been abating as we are past the peak in provisions for credit losses. The banks have prudently been building their capital reserves to ensure they remain well-equipped in the event of widespread credit defaults. With bond yields having fallen approximately 80 basis points from their April 2024 peak, and strengthening underwriting standards, we have become less concerned by this risk but continue to monitor credit quality closely. The Fund has been diversifying its exposure to financials by adding insurance companies and asset managers to the portfolio. These positions will expose the Fund to different revenue streams and geographies. Our highest weighted names remain Bank of Montreal, Royal Bank of Canada, and CIBC, all of which have well-capitalised balance sheets and fully covered dividends.

The Fund had 9.5 per cent of the portfolio allocated to utilities at the end of 2024, below the Benchmark weight of 13.8 per cent. This underweight positioning was additive to performance. Despite its traditionally defensive characteristics, the sector lagged the TSX last year by 9.6 percentage points, with a total return of 8.6 per cent (local currency). Independent power producers did most of the heavy lifting, while regulated utilities and renewables significantly lagged. We expect the rest of the sector to re-rate over time as interest rates decline. The surging demand for electricity to power new data centres is a positive trend and we remain bullish on the sector’s long-term growth prospects. Our preferred picks in the sector include AltaGas, Capital Power, and Brookfield Renewables.

Top Holdings

Top Holdings as at 31 December 2024

Company	Sector	% of Equities
Tourmaline Oil Tourmaline is Canada’s largest natural gas producer and one of North America’s top suppliers of low-cost energy. The company operates high quality assets in the Montney and Deep Basin formations, leveraging its scale and strong balance sheet to maintain industry leadership. Tourmaline has also built a solid track record of dividend growth while paying out frequent special dividends over the last few years driven by their strong cash flow generation and commitment to growing shareholder returns.	Energy	4.8%
Enbridge Inc. Enbridge is one of the largest energy infrastructure companies in North America with an extensive delivery network of crude oil, natural gas, natural gas liquids and renewable energy. The company also provides gas utility services in Ontario, Quebec, and New Brunswick. It is actively investing in low carbon technologies such as solar, wind and hydroelectric power generation facilities. Enbridge’s goal is to achieve net-zero emissions by 2050 and reduce its greenhouse gas emissions by 30% by 2025.	Pipelines	4.7%
Bank of Montreal Bank of Montreal, which was founded in 1817, has grown to be Canada’s fourth largest bank. For over two centuries, BMO has maintained a consistent record of dividend payments. It has a well-established commercial banking business that it plans to grow through new product offerings and superior customer experience. BMO conducts its business in the US through its subsidiary, BMO Harris Bank which has over 500 branches.	Financials	3.9%
Canadian Natural Resource Ltd. Canadian Natural Resource is one of the largest independent producers of oil and natural gas in Canada. The company is focused on maximising shareholder value through a combination of organic growth initiatives, dividend payments and share buybacks. It has grown its dividend by approximately 23% per annum over the past 5 years and has never cut its dividend.	Energy	3.8%
Royal Bank of Canada Established in 1864, RBC stands as Canada’s largest bank by market capitalization. With a robust presence globally, RBC excels in providing diverse financial products and services through branches, ATMs, and cutting-edge online platforms. Renowned for its customer-centric approach, RBC’s strategic focus on the Capital Markets division enhances its standing, making the bank a key player in international finance.	Financials	3.7%

TC Energy TC Energy is a leading North American energy infrastructure company, operating natural gas, liquids pipelines, and power generation assets. It owns and operates over 93,300 km of natural gas pipelines across Canada, the U.S, and Mexico, supplying ~25% of North America’s natural gas demand. In addition, it operates power generation assets, including nuclear and renewable energy, contributing to a diversified portfolio. The company generates revenue through long-term take-or-pay contracted agreements which provide stable cash flows with minimal commodity price exposure.	Pipelines	3.5%
CIBC CIBC is one of Canada’s Big Six banks, providing a range of personal, business, and institutional banking services. The bank operates across four key segments, including Personal Banking, Commercial Banking & Wealth Management, as well as Capital Markets. The bank boasts a significant presence in Canada and U.S banking, with a growing U.S commercial lending business.	Financials	3.4%
AGF Management AGF Management is a global asset management firm, providing investment solutions across mutual funds, ETFs, and alternative investments. In recent years, it has expanded into private credit and alternatives, positioning itself for higher-margin growth. As funds flow out of savings accounts and back into equity markets post-rate cutting cycle, the active asset management industry will face meaningful tailwinds.	Financials	3.4%
Manulife Financial Founded in 1887, Manulife Financial is a leading insurance provider in Canada’s financial sector. Offering a comprehensive range of financial solutions, the company operates through a widespread network and digital platforms. With a focus on insurance, wealth management, and investments, Manulife’s commitment to innovation and customer satisfaction cements its prominent position in the global financial landscape.	Financials	3.4%
Pembina Pipelines Corp. Pembina is a well-established and reputable transportation and midstream service provider with over 65 years of operational history. Its assets are diversified across the hydrocarbon value chain, including pipelines, gathering & processing, and NGL midstream operations in Canada and the US. The company is actively investing in low-carbon and sustainability solutions such as carbon capture and storage to offset greenhouse gas emissions.	Pipelines	3.1%

Outlook

Global markets face heightened uncertainty, driven by elevated geopolitical risks, shifting monetary policy, and trade tensions. Despite these challenges, Canada remains well-positioned for outperformance in 2025, underpinned by attractive valuations, strong fundamentals, and structural tailwinds in key sectors, including energy, real estate, and financials. The TSX Composite continues to trade at a 7 turns discount to the S&P 500, representing an attractive entry point for investors seeking dividend growth, capital discipline and resilient earnings.

While trade policies remain unpredictable, the Fund is well-diversified across resilient, high-quality, service-based sectors that are less exposed to tariffs. Canada is benefitting from deregulation, a more pro-business environment, and a shift in fund flows towards value and cyclical sectors as markets continue to broaden. The AI-driven expansion will require vast energy infrastructure to support data centre growth, creating significant opportunities for pipeline and utility companies – sectors where the Fund has substantial exposure.

Canadian corporations continue to prioritize shareholder returns, with record dividend payouts and share buybacks, a trend that is expected to persist. The Fund remains focused on high-quality companies with strong free cash flow generation and ability to grow their dividends. MCT’s portfolio emphasises high dividend paying stocks which have a long track record of consistently increasing dividends. Over the past five years, dividends received by the Fund on its portfolio have increased by 8.2 per cent per annum, exceeding the 7.5 per cent per annum growth rate for the Benchmark.

Middlefield Limited

Date 24 March 2025

ESG

Environment, Social and Governance (“ESG”) Policy and Stewardship Principles: ESG Policy

As Investment Manager, Middlefield Limited (“Middlefield”) has a duty to maximise investment returns for the shareholders of the Fund without undue risk of loss. Middlefield does this within the investment limits of the Fund’s investment mandate. Although the Fund is not an ESG-focused or sustainable fund, Middlefield incorporates ESG considerations into its investment process to aid decision making, identify potential risks and opportunities and to enhance long-term, risk-adjusted returns. Stephen Erlichman, one of the foremost experts on governance in Canada, serves as Chair, ESG for Middlefield to augment its ESG capabilities and processes.

It is Middlefield’s responsibility to employ a disciplined investment process that seeks to identify attractive investment opportunities and evaluate material risks that could impact portfolio returns. Middlefield believes that ESG factors have become an important component of a thorough investment analysis and that the integration of ESG factors will result in a more comprehensive understanding of a company’s strategy, culture and sustainability. Consistent with these objectives, Middlefield integrates ESG considerations into its investment process and these considerations are significant factors in selecting portfolio companies for its ESG-focused mandates. Our current ESG integration process includes the following:

1. Middlefield incorporates ESG scores and other ESG data in its multi-disciplined investment process to evaluate investments. Its methodology includes a qualitative review and assignment of ESG scores to individual holdings. Each company is analysed on an absolute basis and measured relative to its peers. The ESG scores and other ESG data are not the sole factors that govern its investment decisions, however, but rather constitute part of the information it reviews and considers alongside its fundamental, quantitative and qualitative research.

2. The ESG scoring framework considers the average ESG scores from several reputable third-party data providers. In addition, it cross-references potential investments with the constituents of relevant ESG indices to assess their eligibility in ESG-focused mandates. The data providers it has chosen to incorporate into its ESG analysis currently are Sustainalytics, S&P, Bloomberg and Refinitiv.

3. ESG considerations also are integrated into our investment process by, among other things:

• reviewing companies’ public disclosure, including annual reports, proxy circulars, and, if available, sustainability or ESG reports;

conducting research and analysis on companies’ ESG policies and practices;

obtaining third party research on companies;

engaging with companies, including from time to time having discussions with management teams (both before purchasing shares for the portfolios and while our portfolios own such shares) on topics such as what initiatives and strategies have been put in place by the companies to deal with ESG considerations material to such companies; and

monitoring shareholder meetings and voting proxies.

Middlefield’s approach to ESG integration may evolve over time as more ESG and sustainability research and data become available.

In addition to Middlefield’s integration of ESG considerations into its investment process Middlefield has adopted Stewardship Principles and activities which are complementary to its ESG integration process.

Middlefield’s Stewardship Principles

Middlefield, as a Canadian asset manager, understands it has the responsibility to be an effective steward of the assets it manages for its clients in order to enhance the value of those assets for the benefit of its clients. The Canadian Coalition for Good Governance (“CCGG”) has published a set of seven stewardship principles which have become recognised as Canada’s stewardship code for institutional asset owners and asset managers.

Middlefield believes that CCGG’s stewardship principles should be tailored for asset managers depending on various factors, such as the size of the asset manager and the type of assets managed. Set out below are CCGG’s seven stewardship principles and a description of how Middlefield, as an independent Canadian asset manager whose predominant assets are public and private investment funds that invest in Canadian and international equities, carries out or intends to carry out such principles.

Principle 1.

Develop an approach to stewardship: Institutional investors should develop, implement and disclose their approach to stewardship and how they meet their stewardship responsibilities.

Middlefield integrates stewardship into its investment process. Such integration includes:

a procedure for voting proxies (see Principle 3);

monitoring companies (see Principle 2);

engaging with companies (see Principle 4);

• outsourcing stewardship activities (by, inter alia, utilising a proxy advisory firm to assist in monitoring companies and voting proxies);

reporting to its clients (as required by law); and

managing potential conflicts of interest (via Middlefield’s Independent Review Committee mandated by National Instrument 81-107, as well as Middlefield’s Code of Conduct).

Principle 2.

Monitor companies: Institutional investors should monitor the companies in which they invest.

Middlefield monitors the companies in which it invests, including as follows:

it reviews companies’ public disclosures, including annual reports and proxy circulars;

it conducts research and analysis on companies;

it obtains third party research on companies;

it engages with companies (see Principle 4); and

it monitors formal shareholder meetings and, if there is a particularly important matter and it believes it is practical and appropriate to do so, it attends formal shareholder meetings.

Principle 3.

Report on voting activities: Institutional investors should adopt and publicly disclose their proxy voting guidelines and how they exercise voting rights.

Middlefield exercises voting rights attached to the securities held by the funds it manages as follows:

• Middlefield uses the following proxy voting guidelines:

proxies will be voted in a manner that seeks to enhance the long-term sustainable value of the funds it manages; and

proxies will be voted in a manner consistent with leading Canadian and international corporate governance practices.

• on routine matters, Middlefield generally supports management and the board unless there are unusual circumstances; and

Middlefield uses the services of a proxy advisory firm to assist in voting proxies. Middlefield assesses the voting recommendations of the proxy advisory firm but Middlefield also monitors leading Canadian and international corporate governance practices. Middlefield does not automatically follow the recommendations of the proxy advisory firm, but in most cases, it votes as recommended. Middlefield retains ultimate responsibility for all proxy voting decisions.

In addition, the public funds managed by Middlefield follow the proxy voting requirements of Part 10 of National Instrument 81-106 in regard to establishing policies and procedures for proxy voting and in regard to preparing and disclosing their proxy voting records.

Principle 4.

Engage with companies: Institutional investors should engage with portfolio companies.

Middlefield engages with portfolio companies as follows:

Middlefield engages with management of portfolio companies regularly, both before shares are purchased for the funds it manages and also while its funds own shares of the portfolio companies; and

When Middlefield believes it is warranted, it may escalate engagement activities by engaging with directors, by voting against or withholding votes from directors or by voting against companies’ “say on pay” resolutions.

Principle 5.

Collaborate with other institutional investors: Institutional investors should collaborate with other institutional investors where appropriate.

Middlefield collaborates with other institutional investors through investor associations to which Middlefield belongs.

Principle 6.

Work with policy makers: Institutional investors should engage with regulators and other policy makers where appropriate.

Middlefield’s professional advisors, such as the law firms and accounting firms it retains, assist to keep it up to date on developments that are material to it as an asset manager. It utilises its professional advisors, and it also relies on the organisations to which it belongs, to engage on its behalf with regulators and policy makers where appropriate.

Principle 7.

Focus on long-term sustainable value: Institutional investors should focus on promoting the creation of long-term sustainable value.

Middlefield focuses on a portfolio company’s long-term success and sustainable value creation, including as follows:

Middlefield focuses on a company’s management and strategy, as well as its risks (both company specific and systemic); and

Middlefield considers environmental, social and governance factors that are relevant to a company and integrates such factors into its investment activities.

ESG Case Studies

Canadian Imperial Bank (3.41% of the portfolio as at 31 December 2024)

Summary:

Canadian Imperial Bank of Commerce (CIBC) is Canada’s 5^th largest bank and serves retail, commercial, wealth management, and capital market clients. The company’s enterprise-wide regulatory program aims to enhance alignment with market practice and regulatory requirements. The company has received various accolades and recognition for its sustainability initiatives and commitment to sustainability.

Highlights:

• Ranked #3 in North American Project Financial Renewables by IJ Global

• Built a leading renewables franchise focused on providing clients with expert guidance and access to the required capital

• CIBC Foundation continues to demonstrate purpose in action and supporting causes that are important to clients and communities

Top ESG Issues:

• Strengthening cybersecurity and anti-money laundering standards remain a key issue for the financial services sector in North America

• Implementing the right policies and procedures to address current and emerging ESG priorities, including artificial intelligence, financed emissions, and sustainable finance

ESG Ranking Relative to the Fund’s Benchmark:

Sources: S&P, Sustainalytics, Bloomberg.

Choice Properties REIT (2.22% of the portfolio as at 31 December 2024)

Summary:

Choice Properties REIT invests in necessity-based retail, commercial, industrial, mixed-use, and residential properties across Canada. The Choice Cares program aims to develop a strong culture of philanthropy, diversity, equity, and inclusion. Choice was also named one of Greater Toronto’s Top Employers (2023 and 2024) in recognition of their mentorship and benefit enhancement programs.

Highlights:

• Achieved the first CAGBC Zero Carbon Building Design certification to be awarded to a retail property

• Maintained GRESB 4-star rating for second year (scored 82 on a 100-point scale), and continued to receive “low” Sustainalytics ESG risk rating

• Developed a Social Impact Framework that aligns with their core business and promotes local economic development and social cohesion at the neighbourhood level

Top ESG Issues:

• Addressing affordability needs by developing mixed-use and community-driven projects

• Implementing green building standards as well as reducing energy and water consumption across its real estate portfolio

ESG Ranking Relative to the Fund’s Benchmark:

Sources: S&P, Sustainalytics, Bloomberg.

Business Model

The Company’s Status

Middlefield Canadian Income – GBP PC is a protected cell of Middlefield Canadian Income PCC, a Jersey-incorporated protected cell company.

The Fund is a closed-ended fund, whose shares have been admitted to the Official List of the FCA and to trading on the London Stock Exchange’s Main Market for listed securities. The Fund is regulated in Jersey by the Jersey Financial Services Commission (“JFSC”).

JTC Fund Solutions (Jersey) Limited acts as the Company’s secretary and administrator. The Fund’s NAV is calculated using the bid prices of the securities held within its portfolio. The Company publishes the NAV of a share in the Fund on a daily basis.

Investment Objective and Policy²

The Fund seeks to provide shareholders with a high level of dividends as well as capital growth over the longer term. The Fund intends to pay dividends on a quarterly basis each year.

Investment Portfolio

The Fund seeks to achieve its investment objective by investing predominantly in the securities of companies and REITs domiciled in Canada and listed on a Canadian Stock Exchange that the Investment Manager believes will provide an attractive level of distributions, together with the prospect for capital growth. It is expected that the Fund’s portfolio will generally comprise between 35 and 70 investments.

The Fund may also hold cash or cash equivalents.

The Fund may utilise derivative instruments including index-linked notes, contracts for differences, covered options and other equity-related derivative instruments for the purposes of efficient portfolio management.

The Fund will at all times invest and manage its assets in a manner which is consistent with the objective of spreading investment risk.

Investment restrictions

The Fund will not at the time of making an investment:

have more than 10 per cent. of the value of its portfolio assets invested in the securities of any single issuer; or

have more than 50 per cent. of the value of its portfolio assets comprised of its ten largest security investments by value; or

have more than 40 per cent. of the value of its portfolio assets invested in securities listed on a recognised stock exchange outside Canada; or

(d) have more than 10 per cent. of the value of its portfolio assets invested in securities listed on a recognised stock exchange outside Canada and the United States; or

(e) have more than 10 per cent. of the value of its portfolio assets invested in unquoted securities; or

(f) purchase securities on margin or make short sales of securities or maintain short positions in excess of 10 per cent. of the Fund’s NAV.

Hedging

The Board reserves the right to employ currency hedging but, other than in exceptional circumstances, does not intend to hedge.

Gearing

The Fund has the power to borrow up to 25 per cent. of the value of its total assets at the time of drawdown. In the normal course of events, and subject to Board oversight, the Fund is expected to employ gearing in the range of 0 to 20 per cent. of the value of its total assets in order to enhance returns. Net gearing, which represents net borrowings as a percentage of net assets, is the AIC standard measure of gearing. At year end, the Fund’s net gearing was 19.3 per cent.

Promoting the Company’s Success – Section 172 Statement

The AIC Code requires that the Company should understand the views of the Company’s key stakeholders and describe in the annual report how their interests and the matters set out in section 172 of the UK’s Companies Act 2006 have been considered in Board discussions and decision-making.

The Company has no employees and all of the directors are non-executive, so the Board considers that its key stakeholders are its shareholders, its service providers, society, the government, and regulators.

The Board’s engagement with stakeholders is described in the section “Engagement with Stakeholders” below.

The Board considers that the Company, as an externally-managed investment trust, with no employees, premises, nor manufacturing or other physical operations, therefore has no material, direct impact on the community and the environment. However, the Board considers social, community, environmental and human rights matters to be of significant importance and, in this respect, takes soundings from the Investment Manager as to how these matters are taken into consideration in respect of portfolio construction and its ongoing management. The Investment Manager is tasked with assessing how companies deal with and report on social and environmental risks and issues specific to the industry. It aims to incorporate ESG criteria into the Investment Manager’s processes when making stock selection decisions and promoting ESG disclosure.

The Investment Manager is mindful of the impact which it can have upon shaping the consideration given to ESG matters by the Fund’s investee companies. In addition to considering ESG matters in portfolio construction decisions, the Investment Manager conducts ongoing investee company monitoring, and this engagement process may include voting and communication with management and company board members. Although the Company does not take a controlling stake in its investees, the Board also considers the interests of those stakeholders and oversees the activities of the Investment Manager, as explained in this Section 172 Statement. The Board ascribes to the highest standards of business conduct and has policies in place to ensure compliance with all applicable laws and regulations. In this respect, it also interacts with governmental organisations providing public services for society, and financial services regulators (such as the FCA and JFSC). In addition to monitoring the Company’s compliance with its own obligations, the Management Engagement Committee also monitors compliance by its service providers with their own obligations and; the work of the Management Engagement Committee during the year is explained in more detail later in this report on pages 46 and 47.

The Company has an unlimited life and as described in detail in the Company’s viability statement, the Board considers the prospects of the Company for at least the next three years whenever it considers the Company’s long-term sustainability. All strategic decisions are therefore taken with the long-term success of the Company in mind and the Board takes external advice whenever it considers that such would be beneficial to its decision-making process, primarily from its retained service providers (including legal counsel), but also from other external consultants.

The Board encourages openness and transparency and promotes proactive compliance with new regulations. The Company, through its Investment Manager and Administrator, files Jersey regulatory statistics on a quarterly basis and assists the Administrator in collecting data for provision to the JFSC to conduct a national risk assessment of money laundering and terrorist financing threats to Jersey.

Engagement with Stakeholders

As regards the Board’s engagement with shareholders, all shares in issue rank pari passu, all shareholders are treated equally. and no shareholder receives preferential treatment. When making decisions of relevance to shareholders, the Board considers first and foremost the likely consequences of its decisions in light of its duty to act in the best interests of the Company and shareholders as a whole.

In addition to the regular reporting provided by key service providers, the Board’s primary formal engagement with its service providers is via the Management Engagement Committee, which issues questionnaires to all of its service providers and considers the detailed feedback received on an annual basis, reporting to the Board on its conclusions. The services provided by the key third-party service providers are critical to the ongoing operational performance of the Company. The Board believes that fostering constructive and collaborative relationships with the Company’s service providers will assist in their promotion of the success of the Company for the benefit of all shareholders.

Management

The Company is an Alternative Investment Fund (“AIF”) in accordance with the provisions of the AIFMD. For the purposes of the AIFMD, which was implemented into UK law with effect from 22 July 2013, the Company has been classified as a non-EU AIF managed by a non-EU AIFM. As such, the Company is not subject to the full scope of the AIFMD and therefore does not incur additional costs, such as those incurred in having to appoint a depositary, that would have been applicable had it been deemed to be managed by an EU AIFM.

The Board is responsible for setting the Company’s Investment Objective and Investment Policy, subject to shareholders’ approval of any proposed material changes, and has a schedule of investment matters reserved for the directors’ resolution. The Board has contractually delegated to external agencies the management of the investment portfolio, the custodial services and the day-to-day accounting and secretarial requirements. Each of these contracts is only entered into after proper consideration by the Board of the quality of services being offered.

The Board also receives and considers, together with representatives of the Investment Manager, reports in relation to the operational controls of the Investment Manager, Administrator, Custodian and Registrar. These reviews identified no issues of significance.

The Board meets at least quarterly to review the overall business of the Company and to consider matters specifically reserved for its review. At these meetings, the Board monitors the investment performance of the Fund. The directors also review the Fund’s activities every quarter to ensure that it adheres to the Fund’s investment objective and policy or, if appropriate, to consider changes to that policy. Additional ad hoc reports are received as required and directors have access at all times to the advice and services of the Secretary, which is responsible for guiding the Board on procedures and applicable rules and regulations.

Relationship with the Investment Manager and Performance

The Company has no employees, premises, assets other than financial assets or operations. The Board engages reputable third-party suppliers with established track records to deliver day-to-day operations. The most important of these is the Investment Manager, which is responsible for the management of the Company’s assets in accordance with its investment objective and policy. The Board maintains a close working relationship with the Investment Manager and holds it to account for the smooth running of the Company’s day-to-day business. There is continuous engagement and dialogue between Board meetings, with communication channels remaining open and information, ideas and advice flowing freely between the Board and the Investment Manager.

The Board retains responsibility for decisions over corporate strategy, corporate governance, risk and internal control assessment, determining the overall limits and restrictions of the portfolio and in respect of gearing and asset allocation, investment performance monitoring, dividend policy and setting marketing budgets.

The Investment Manager and Investment Advisor promote the Company with the support of the Corporate Broker and the Board makes additional funds available to support marketing activities aimed at raising the profile of the Company among investors in the UK.

As the Investment Manager holds the overall day-to-day relationship with the Company’s other third-party suppliers, the Board places reliance on the Investment Manager in this regard. The Board is confident that the Investment Manager has developed and maintains good working relationships with all of the Company’s third-party suppliers. To ensure the chosen service providers continue to deliver the expected level of service, the Board receives regular reports from them, evaluates the control environments in place at each service provider and formally assesses their appointment annually.

By doing so, the Board seeks to ensure that the key service providers continue to be appropriately remunerated to deliver the level of service that it demands of them.

The Company has appointed the Investment Manager as its AIFM. The Investment Manager is regulated by the Ontario Securities Commission. The Company has a formal schedule of the areas of decision making reserved for the Board and those over which the Investment Manager has discretion, and it is available for inspection on the Company’s website.

A review of the Investment Manager’s performance is included in the Chairman’s Statement and the Investment Manager’s Report. The Board receives formal reports from the Investment Manager at each of its Board meetings, at which meetings representatives of the Investment Manager are present to answer the Board’s questions.

Such reporting and the ensuing discussions cover all areas within the Investment Manager’s remit, including portfolio performance, portfolio risk, asset allocation and gearing, compliance with the Company’s investment objective and policy and investment restrictions and the outlook for the market and the Company’s prospects, as well as a comparison with the Company’s peer group provided by the Company’s corporate broker. In between meetings, the Investment Manager provides updates to the directors on any material events. The Investment Manager’s performance is assessed on an ongoing basis and includes the Fund’s performance relative to appropriate benchmarks and its peer groups.

The Board and Investment Manager also discuss the marketing and investor relations work performed by the Investment Manager and Investment Advisor, which is an affiliate of the Investment Manager, in each quarterly Board meeting. The Investment Advisor and the Investment Manager are paid an additional fee for investor relations services totalling the lesser of 15 basis points of the market value of the Fund or £200,000 per annum, with the fee to be calculated daily based on the closing market value of the Fund and payable quarterly in arrears, and its performance is measured by reference to an agreed set of metrics.

The Board has delegated voting on matters proposed to the Company by its investees and a report on the Investment Manager’s institutional voting policy for the Company is included in the Directors’ Report. The Board and the Investment Manager also consider social, community, environmental and human rights issues to be important and a report on the Investment Manager’s policies for the Company is also included in the Directors’ Report.

As required by the Listing Rules and recommended by the AIC Code, the following additional information is provided:

During the year under review and up to the date of this report, Middlefield Limited has acted as the Company’s discretionary investment manager. Middlefield International Limited (“the Investment Advisor”) provides investment advisory services to the Company and the Investment Manager. The Company pays an annual fee of 0.70 per cent. of NAV to the Investment Manager to cover its services and those provided to it by the Investment Advisor and the agreement can be terminated by either party on 90 days’ written notice. The Investment Manager and Investment Advisor are also paid an additional fee for investor relations services as previously mentioned and disclosed in note 2u.

Having reviewed the investment management and advisory services provided by the Investment Manager and the Investment Advisor and having regard to the Fund’s investment performance since the Fund’s launch in May 2006, the directors are of the view that the portfolio should remain managed by the Investment Manager for the foreseeable future.

Biographies

As at 31 December 2024, the Board of Directors comprised five non-executive directors, four of whom were independent of the Investment Manager and its affiliates.

Directors

Michael Phair, Chair

Mr. Phair has over 30 years’ investment banking experience at World Bank Group, Rothschild and UBS with a focus on privatisations, telecoms and media. He has lived and worked in Canada, Latin America, the United States, Europe and is a British citizen and resident in London since 1988. He is the Founder, former CEO and currently director of REG (UK) Ltd. which is a leading software solutions provider for counter-party risk management in the UK and global insurance market. He is the Chair of Children and Families Across Borders, a UK-based charity which is part of the International Social Services Network operating in over 130 countries worldwide. A successful private equity investor, Mr. Phair is the former Managing Member of Boston Capital Management (VP) LLC.

Kate Anderson

Ms Anderson, until 1st April 2025, is a managing partner of Voisin Law in Jersey. Ms Anderson intends to take up a new position in the legal profession in Jersey in due course. Her regulatory and funds practice specialises in the legal, regulatory and corporate governance aspects of investment funds, holding companies and managers. In recent years she has joined a number of working groups related to these areas, including the consultation group for the restatement of the Jersey Law of Contract, the working group tasked with updating the Limited Partnership (Jersey) Law to improve its functionality when used with funds and the Jersey Finance Community of Interest group on sustainable investment. Since 2008 Ms Anderson has sat on a number of collective investment fund and fund manager/ general partner boards.

Janine Fraser

Ms. Fraser, through her company, Harmony Business Partnering in Jersey, provides financial expertise and professional training. She is a member of the Institute of Directors and a Fellow of the Association of Chartered Certified Accountants. She also holds a Master’s Degree in E-Commerce from the University of Westminster.

With over a decade of experience as a group financial controller at Triton Partners, an international investment firm, and extensive global experience in various sectors, including retail, merchant banking, travel, manufacturing, and oil, Ms. Fraser brings a wealth of industry knowledge to her role from her previous positions at RBS, Lloyds TSB, Hill Samuel, and British Airways.

Dean Orrico

Mr Orrico, President, Chief Executive Officer of Middlefield Limited and President of Middlefield International Limited, has been employed by the firm since 1996.

Mr Orrico is currently responsible for overseeing the creation and ongoing management of all of Middlefield’s investment funds including mutual funds, Toronto and London Stock Exchange-listed funds and flow-through funds. He graduated with a Bachelor of Commerce degree from the Rotman School of Management (University of Toronto) and holds an MBA from the Schulich School of Business (York University). Mr Orrico is a registered Portfolio Manager.

Mr Orrico has developed expertise in both equity and fixed income securities. Having spent many years managing equity portfolios and meeting with international companies and investors, Mr Orrico has overseen the diversification of Middlefield’s portfolios into global equity income securities.

Andrew Zychowski

Mr Zychowski has over 30 years’ investment banking experience, providing corporate advisory services to investment company boards. Until June 2019, he was the Head of the Investment Companies corporate department at Canaccord Genuity Limited. Prior to that he was the Head of the Investment Companies corporate department at Dresdner Kleinwort. Mr Zychowski is currently a non-executive director of The Ralph Veterinary Referral Centre Plc, a state of the art, multidisciplinary, small animal specialist referral veterinary hospital and Digital 9 Infrastructure plc which is traded on the London Stock Exchange and is in managed wind-down, with the objective to realise all existing assets in the company in an orderly manner. He is a qualified accountant and holds a BSc in Physics from Imperial College.

Corporate Information

Registered Office

28 Esplanade

St Helier

Jersey JE2 3QA

Directors

Michael Phair (Chairman)

Kate Anderson (SID)

Janine Fraser

Dean Orrico

Andrew Zychowski

Service Providers

Administrator and Secretary

JTC Fund Solutions (Jersey) Limited

28 Esplanade

St. Helier

Jersey, JE2 3QA

Investment Advisor

Middlefield International Limited

288 Bishopsgate

London, EC2M 4QP

Investment Manager

Middlefield Limited

Suite 3100

8 Spadina Ave

Toronto, Ontario

Canada, M5V 0S8

Legal Advisers

In Jersey

Carey Olsen Jersey LLP

47 Esplanade

St. Helier

Jersey, JE1 0BD

In Canada

Fasken Martineau DuMoulin LLP

Bay Adelaide Centre

Box 20, Suite 2400

333 Bay Street

Toronto, Ontario

Canada, M5H 2T6

Broker and Corporate Advisor

Investec Bank plc

30 Gresham Street

London, EC2V 7QP

Custodian

RBC Investor Services Trust

155 Wellington Street West 2nd Floor

Toronto, Ontario

Canada, M5V 3L3

Registrar

MUFG Corporate Markets (Jersey) Limited

12 Castle Street

St. Helier

Jersey, JE2 3RT

CREST Agent, UK Paying Agent and Transfer Agent

MUFG Corporate Markets

Central Square

29 Wellington Street

Leeds, LS1 4DL

Independent Auditor

RSM Channel Islands (Audit) Limited

13-14 Esplanade

St Helier

Jersey, JE4 9RJ

Marketing Agent

Kepler Partners LLP

70 Conduit Street

London

W1S 2GF

Financial Calendar

Annual Results

Announced March 2025

Dividend Payment Dates

Last Business Day of January, April, July and October

Annual General Meetings

19 June 2025

Half-Yearly Results

Announced September 2025

Information Sources

For more information about the Company and Fund, visit the website www.middlefield.co.uk

Managing Risks

The Company’s risk assessment and the way in which significant risks are managed is a key focus for the Board. It is guided by the Board’s assessment of the risks arising in the Company’s operations and identification and oversight of the controls exercised by the Board and its delegates, the Investment Manager and other service providers. This information is documented in the Company’s business risk matrix, a valuable tool for identifying and monitoring principal risks.

The directors consider the primary risks facing the Company as those that could substantially jeopardise its capacity to achieve its investment objectives, maintain solvency, liquidity, or viability. In evaluating these key risks, the directors analyse the Company’s vulnerability to various factors that could lead to significant devaluation, such as potential recession, geopolitical instability, commodity price shocks, persistent inflation, supply chain interruptions, the effects of climate risk on investee firms, foreign exchange fluctuations, the consequences of restrictive monetary policies, and the influence of increased interest rates on both the Company and investor sentiment.

At the time of this report, trade policy uncertainty and geopolitical tensions are having an impact at both macro and micro levels. While the long-term severity and the impact on the Company’s principal risks and viability cannot currently be predicted with any accuracy, it is expected that an escalation in ongoing geopolitical conflicts and severe trade restrictions would have detrimental effects.

Strategy Risks

Risk	Mitigants	Change from 2024
Macroeconomic and political environment Unfavourable changes to the macro political and economic environment including global trade tensions, and climate risk pressures, causes the investment objective to become obsolete with reduced investor demand.	The Board has established guidelines to ensure that the investment policy is pursued by the Investment Manager. The Board reviews the Investment Manager’s compliance with the agreed investment restrictions, investment performance and risk against investment objectives and strategy, the portfolio’s risk profile and appropriate strategies employed to mitigate any negative impact of substantial changes in markets.	Trade policy uncertainty
Inflation and Interest Rates Inflation has been trending lower but has the potential to re-accelerate. Central banks have been loosening monetary policy after obtaining evidence that inflation continues trending downwards.	The Investment Manager monitors the portfolio daily and considers the portfolio’s sensitivity to interest rates. The Investment Manager also monitors the borrowing rates and weighs the benefits of gearing against its costs.	Inflation outlook has improved Rates continue their downward trend
Share price discount to NAV Continued trading of the Fund’s share price at a level below that of its NAV reflects a lack of liquidity and/or lack of investor interest in the Fund’s shares. A share price discount to NAV will prevent the Fund from growing via the issue of additional shares and may cause a persistent discount to widen further. The Fund’s level of discount has been significant for a prolonged period and a lack of demand for the Fund’s shares has provided the opportunity for an activist investor to acquire a significant stake in the Fund over a relatively short period of time.	The Board, the Investment Manager and Broker monitor the share price and level of discount on a regular basis. During the year, the Board, the Investment Manager and Broker have spent considerable time engaging with existing and potential shareholders to understand investors’ needs and best interests and to help improve investor interest in the Fund’s shares. This included liaising directly with Saba, as the Fund’s largest shareholder, and holding constructive talks with Saba and existing shareholders to address investor concerns and adapt to shareholder needs. In assessing whether to conduct buybacks, the directors take into account market factors, the discounts of comparable funds and the size of the Fund and the shrinkage in its asset base which would necessarily result from the Fund repurchasing its own shares.	Saba becoming the largest shareholder of the Fund.
Gearing The utilisation of gearing increases the impacts of adverse movements in equity prices or interest rates and may require the Company to liquidate positions at inopportune times in order to maintain the correct levels of gearing.	The Company maintains a prudent level of gearing and the loan to value ratio is monitored on a daily basis as part of the valuation process, so that in falling markets the Company will be able to take proactive steps to reduce gearing to avoid breaching its investment policy and any loan to value covenants.	Unchanged
Shareholder Activism A failure to adapt to changes in the market and investor demand might leave the Company exposed to the risk of further shareholder dissatisfaction, activism, and influence.	The Board, Investment Manager and Broker engage directly with shareholders to understand investors’ needs and best interests. The Investment Manager and Broker regularly monitor movements in the Fund’s share register.	Saba becoming the largest shareholder of the Fund

Portfolio Risks

Risk

Mitigants

Change from 2024

Regulatory & Legal Risks

The Company is primarily focused on Canadian companies that may have operations in, or be exposed to, regulatory risks in many other countries. These have the potential of negatively impacting the efficiency and structure of the Company.

The Investment Manager and the Board are kept abreast of changes to all relevant laws by the Company’s legal and tax advisers, secretary, Administrator and Auditor.

Unchanged

Income/Dividend

The Company sets its target dividend at a rate it expects to earn from the dividends received from its underlying equity investments based upon robust modelling and assumptions.

Failure by those investments to meet expectations due to, for example, decreased operating margins, changes in tax treatment of dividends, increased borrowing costs or poor underlying performance, may prevent the Company from being able to meet its target dividend.

The Investment Manager’s allocation process seeks to select investments capable of producing strong reliable dividends and future capital growth across a diverse range of sectors. Day to day risk management techniques seek to diversify risk and monitor high levels of volatility. The Board monitors the income received on investments and available for distribution prior to the declaration of each dividend.

Unchanged

Operational Risks

Risk

Mitigants

Change from 2024

Key man Risks

The Company is reliant on key individuals of the Investment Manager to meet its investment objective and for growing the Company’s shareholder base.

The Company’s portfolio is managed by a team of investment professionals led by Dean Orrico and Rob Lauzon.

Unchanged

Service provider performance

The Company is reliant on the performance, safe custody of assets and data and internal controls of its service providers for its day-to-day activities. Poor performance or failure to meet their contractual obligations, including the absence of adequate business continuity plans and data and cyber security, could negatively impact the operations, reputation, governance and cost efficiency of the Company.

Due diligence is carried out on all service providers prior to their appointment, with their level of service monitored continually and assessed formally by the Management Engagement Committee on an annual basis.

The Board monitors the performance of the Investment Manager at every Board meeting and otherwise as appropriate.

Unchanged

Financial Risks

Risk

Mitigants

Change from 2024

Market Risks

The Company may generate a loss on its investments at realisation due to adverse movements in their share prices, currency or interest rate movements.

The directors monitor the Investment Manager’s compliance with the Company’s stated investment policy and review the investment performance.

Unchanged

Liquidity Risk

The Company may hold positions, long or short, in securities that may not be able to be sold or bought quickly enough so as to prevent or minimise a loss.

The Fund primarily invests in securities that are readily realisable, mainly issued by Canadian companies and REITS listed on a Canadian Stock Exchange and are actively traded.

Unchanged

Emerging Risks

Tensions in the Middle East remain a key geopolitical risk, impacting global markets and supply chains. The events have led to regional instability, with concerns of a broader conflict involving the US, Iran, and other regional powers. Although there are current diplomatic efforts to reach a ceasefire in both Ukraine and Israel, these conflicts have the potential to disrupt global trade routes, commodity prices, and investor sentiment. The US has increased sanctions on Iranian-linked groups while also seeking to prevent direct conflict with Iran. As we’re currently witnessing, long-term stability will require diplomatic engagement, economic incentives, and security assurances to prevent further escalation. A resolution could help tame commodity price volatility, restore trade flows, and ease investor concerns over prolonged geopolitical uncertainty.

In July 2024, the unwinding of the FX carry trade triggered a sharp selloff in global markets. Investors had been borrowing in low-yielding currencies, particularly the Japanese Yen, to fund investments in higher-yielding assets, taking advantage of Japan’s ultra-low-interest rate environment. However, speculation that the Bank of Japan (BOJ) would tighten monetary policy and allow interest rates to rise led to a sudden surge in the Yen. As a result, investors were forced to unwind their positions, causing widespread deleveraging and significant volatility across asset classes. The BOJ’s measured approach to adjust policies prevented further panic, but investors remain cautious of further FX-driven volatility.

The 2024 election cycle was one of the most consequential in recent history and reshaped global trade policies, leadership dynamics, and economic strategies, driving market volatility. While some elections reinforced political continuity, others led to major shifts in international relations, trade agreements, and economic policies. In the US, Trump’s return to office signalled a shift toward protectionist trade policies, deregulation, and energy independence, with renewed emphasis on tariffs, border security, and reshoring manufacturing. His administration’s approach to China, Mexico, and Canada has already introduced trade policy uncertainty, including the temporary threat of 25% tariffs on Canadian and Mexican imports. Markets reacted with heightened volatility, particularly in trade-exposed sectors, as investors assessed the long-term impact of potential USMCA renegotiations and increased trade restrictions. Looking ahead, the 2025 Canadian federal election could reshape economic policies and business sentiment. A pro-business environment, conservative leadership shift could accelerate deregulation and foster a more investment-friendly environment. With rising protectionist rhetoric in the US, Canada’s focus may shift towards strengthening non-US trade relationships. As global political landscapes evolve, markets will continue to navigate shifting policies, impacting investment strategies in the year ahead.

Emerging risks, along with all other risks the directors have identified the Company to be exposed to, are monitored via the Company’s risk register. During the year, as part of their regular review and assessment of risk, the directors have considered the ongoing discussions with Saba and the potential impact of the requisition on the Fund’s future structure. The fund is a closed-ended investment fund and thus is not required to comply with LR 6.6.1R(13) or LR 6.6.8R due to LR11.4.22R.

Going Concern and Viability

The performance of the investments held by the Fund over the reporting year is reflected in the Statement of Comprehensive Income and in notes 3 and 22 to the financial statements and the outlook for the future is described in the Chairman’s Report and the Investment Manager’s Report. The Company’s financial position, its cash flows and liquidity position are set out in the financial statements and the Company’s financial risk management objectives and policies, details of its financial instruments and its exposures to market price risk, credit risk, liquidity risk, interest rate risk, currency risk and country risk are set out at note 16 to the financial statements. The Company’s long-term viability and assessment of longer-term risks to which the Company is exposed are also reported upon in the Company’s long-term viability statement included below.

The financial statements have been prepared on a going concern basis, supported by the directors’ current assessment of the Company’s position based on the following factors:

• ongoing shareholder interest in the continuation of the Fund;

• the Fund has sufficient liquidity in the form of cash assets to meet all on-going expenses;

• should the need arise, the directors have the option to reduce dividend payments in order to positively affect the Fund’s cash flows;

• the Fund’s investments in Canadian and U.S. securities are readily realisable to meet liquidity requirements, if necessary; and

• assuming the Fund’s trading in a security represented 30% of the average daily trading volume of that security, 100% of portfolio’s holdings can be liquidated in under 5 working days.

Based on the above, in the opinion of the directors, there is a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.

The directors have also considered the application of the SORP for Financial Statements of Investment Trust Companies and Venture Capital Trusts, whereby the going concern basis of preparation of the financial statements is considered appropriate until a vote is passed to discontinue the Fund or Company. There is no requirement under the Company’s and Fund’s articles of association to propose any continuation vote in respect of either the Company as a whole or the Fund itself and the directors have no intention of proposing any continuation vote in the foreseeable future, subject to unforeseen future events. For these reasons, the financial statements have been prepared using the going concern basis.

The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will continue to operate and meet its obligations as they fall due. However, the Company’s ability to continue as a going concern is subject to material uncertainty. Since the Company’s year end, on 10 February 2025 the Company, together with three other UK-listed closed-end funds, received a requisition notice from Saba, marking the second phase of Saba’s recent activist campaign in the UK-listed closed-end fund sector. The first phase commenced on 18 December 2024 with Saba requisitioning general meetings at seven UK-listed closed-end funds, proposing resolutions (each of which later failed) to remove the current independent directors of those seven funds and replace them with Saba’s own appointees, with a view to also terminating the management contracts and, in due course, replacing the investment managers with Saba. The requisition notice received by the Company on 10 February 2025 was for the approval by shareholders of the taking of all necessary steps to implement a scheme or process by which shareholders would become (or have the option to become) shareholders of a UK-listed open-ended investment company (or similar open-ended investment vehicle) implementing a substantially similar strategy to the Company. Such scheme or process could entail shareholders rolling into an existing or newly established UK-listed open-ended investment company (or similar open-ended investment vehicle), in either case managed by the Company’s existing investment manager or one of its affiliates. Following consultation with a number of the Company’s largest shareholders including Saba, and following constructive discussions with Saba, on 21 February 2025 the Company announced that Saba had agreed to withdraw its requisition notice for a period of 60 days to enable the Company and its advisers to formulate proposals that are in the best interests of all shareholders. At the current time, the Board is in the process of considering a number of strategic options in the best interests of shareholders as a whole. A further announcement regarding future proposals which the Company may put to shareholders will be made in due course. Although the Board is confident that the Company will have sufficient financial resources to meet its obligations due within twelve months from the date of approval of the financial statements, the uncertain future outcome of the Board’s deliberations indicates the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. Nevertheless, the Board believes that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.

Viability Statement

Provision 36 of the AIC Code includes a recommendation that the directors publish a long-term viability statement and this statement is intended to meet that requirement.

The Board of directors regularly assesses the viability of the Company for at least the three years following the date of that review. The Board believes that this three-year period remains the appropriate period over which to assess the Company’s viability because the Company’s shareholders and other stakeholders desire long-term certainty as to the Company’s viability. The Board does not consider it feasible to anticipate with any reasonable degree of certainty the viability of the Company for a period longer than three years. In considering the Company’s viability, the Board considers the Company’s current position and the principal and emerging risks to which it is exposed, as set out on pages 30 to 33, the viability of its investment objective and policy, market risks, the ongoing charges ratio, the liquidity of its investments, the ability to use hedging as a portfolio management tool, gearing and the reduction in reliance of the Canadian economy on energy as it diversifies into promising growth industries, such as healthcare and technology.

The Board considers the impacts on the Company’s business plan and viability if severe principal and emerging risks are applied. Certain financial risks were considered under a scenario analysis that stress tests the portfolio against historic market shocks, including the 2008 Lehman Default, the 2011 Debt Ceiling Crisis and the 2015 Greece Financial Crisis. It is expected that the value of the Fund’s total investments as at 31 December 2024 would have experienced drawdowns of 22.7 per cent, 13.0 per cent and 1.5 per cent, respectively. Strategy, portfolio and market risks were also considered under a stress tested scenario where adverse movements in currency of 15 per cent are experienced, operating expenses increase by 20 per cent and gearing is reduced to zero due to higher interest rates. Under this scenario, the Fund’s revenue is expected to decline by approximately £1,629,698, its net profit is expected to decline by £1,161,351 and the dividend coverage of the Fund is expected to decline to 84 per cent. This analysis is relative to fiscal 2024 results and incorporates the dividend increase announced in January 2025.

The directors have made a robust assessment of principal risks and, together with the Company’s Investment Manager, have adopted procedures and strategies to mitigate these risks. The Fund has an established Investment Policy, which has been approved and is monitored by the directors. The Investment Manager regularly updates the directors on the Company’s portfolio and the overall status of the market. The directors engage tax accountants to perform an investment trust test (for compliance with the requirement to distribute at least 85% of investment income received) on an annual basis). A solvency test is also undertaken (in compliance with Jersey company law) before any dividend is declared.

Notwithstanding the ongoing uncertainty caused by geopolitical events, higher interest rates and inflation, if the Company’s income, expenses and dividends remain substantially unchanged in 2024 and 2025, the Company will hold sufficient cash to pay all of its expenses and the current rate of dividends for at least the next 12 months following the date of approval of this annual financial report. In addition, the Board reviews the liquidity of the Company’s investments on a quarterly basis and the Company’s investment portfolio remains extremely liquid. The Board is confident, based on its regular monitoring of liquidity, that additional cash can be raised very quickly if needed through sale of investments.

The Fund has a credit facility agreement with RBC whereby RBC provides the credit facility, with a maximum principal amount of the lesser of CAD 75,000,000 and 25 per cent. of the total asset value of the Fund. Based on the Fund’s total assets of GBP 172,062,473 as at 31 December 2024, a decrease in total assets of GBP 56,481,233, or 32.83 per cent of assets, would be required for the principal amount to exceed 25 per cent of the total asset value of the fund.

In 2024, the level of net gearing was kept relatively consistent at an average level of 15.9 per cent. At the year -end it stood at 16.2 percent on a gross basis and 19.3 per cent net.

Following careful consideration and analysis of all material risk factors, the Board acknowledged the ongoing uncertainty as set out under the going concern and viability statement on page 33 and believes that the Company remains viable for the foreseeable future.

Key Performance Indicators At each Board meeting, the Board considers several performance measures to assess the Company’s success in achieving its objectives. The key performance indicators (KPIs) used to measure the progress and performance of the Company, and which are comparable to other investment trusts, are set out below.

In addition, the Board regularly reviews the performance of the portfolio from both a net asset value and share price perspective and compares this against various companies and indices. The Board also reviews the performance of the portfolio against its benchmark; the S&P TSX High Dividend Index. Information on the Company’s performance is given in the Chairman’s Statement and Investment Manager’s Report.

Key performance indicator	2024 Value	2023 Value
NAV per share	134.05 pence	121.55 pence
NAV total return performance for the year	15.1%	(1.4%)
Benchmark Index*	7.6%	3.9%
Share price	116 pence	101.10 pence
Discount to NAV	(13.47%)	(16.84%)
Dividend paid in the year	5.3 pence	5.2 pence
Ongoing charges**	1.30%	1.33%

* S&P/TSX High Dividend Index, total return basis.

** refer to page 42.

Borrowings

At 31 December 2024, the amount drawn down under the credit facility was CAD 52 million (GBP equivalent at amortised cost of £28,884,872). For further details, please refer to Note 14. Loan Payable on page 71.

Future Developments

Details of the main trends and factors likely to affect the future development, performance and position of the Company’s business can be found in the Investment Manager’s Report on pages 11 to 15. Further details as to the risks affecting the Company are set out on pages 30 to 33.

Environmental, Social and Governance Matters (‘ESG’)

The Board and the Investment Manager believe that companies should operate in a socially responsible manner. Day-to-day decisions regarding the Company’s investment portfolio have been delegated to the Investment Manager. While MCT is not explicitly focused on ESG or sustainability, it acknowledges the increasing importance that non-financial factors including social and environmental issues can have on the share price, as well as the reputation of companies. Specialists at the Investment Manager are responsible for evaluating how companies address and report on social and environmental risks specific to their industries. Their goal is to integrate ESG criteria into the Investment Manager’s decision-making processes for stock selection and to promote ESG disclosure. The Investment Manager is mindful of its influence on the consideration of ESG matters by the Fund’s investee companies. Alongside portfolio construction decisions, the Investment Manager continuously monitors investee companies for ESG compliance. Company monitoring, including engagement processes such as voting and communication with management and Company board members, is part of the Investment Manager’s responsibilities. The Investment Manager’s ESG policy can be found on pages 16 to 18.

Institutional Voting Policy

The Company’s policy is that a decision on whether to vote on matters proposed by its investees is to be based on the nature of the matter being proposed. In the ordinary course of business, voting decisions have been delegated to the Investment Manager.

The Investment Manager’s proxy voting policies are designed to be general in nature and the Investment Manager aims to exercise its proxy voting on all securities held. When exercising voting rights, the Investment Manager will generally vote with management of the issuer. For each proxy, the Investment Manager incorporates research and considers the recommendations provided by Glass Lewis, the Investment Manager’s proxy advisor, in exercising its voting rights. All proxy UK voting is conducted through Glass Lewis Viewpoint and /proxy voting is a key element of the Investment Manager’s stewardship of the assets it manages, which is adjunct to the integration of ESG factors into its investment process.

On a monthly basis, the Investment Manager’s portfolio managers generate a list of issuers whose weightings represent more than 3% of the Fund’s net assets at the month-end preceding the voting date. For each of these issuers, the Investment Manager will record comments which support the rationale for the proxy decision made. For example, comments would be registered in Glass Lewis Viewpoint if the Investment Manager’s proxy voting decision differs from the recommendation from management or Jersey Glass Lewis. Copies of all proxy records are retained and available in Glass Lewis Viewpoint.

Board Diversity and Experience

The Company’s affairs are overseen by a Board comprised of five non-executive directors, two of whom are female. The directors’ biographies are included on pages 26 to 27 above, demonstrating the diversity of their experience including, but not limited to, investment management, corporate governance, corporate law, banking, accounting and audit and ESG matters.

The directors regularly consider the leadership needs and specific skills required to manage the Company’s affairs in the best interests of its shareholders and other stakeholders and take account of diversity recommendations in their succession planning. The Board is cognisant of the requirements of listing rule 6.6.6R (9) and the tables below provide the relevant data required by listing rules 6.6.6R (9) to (11) and annex 1R to listing rule 6. The Board is not yet fully compliant with these rules, because none of the directors is from a minority ethnic background, but will continue to work towards compliance in a structured and orderly manner. The directors have decided that in future, in order to reach a broader range of diverse candidates, they will consider using one or more UK external search agents to assist with the search for new directors.

The following table represents the gender identity of the Board as of the date of approval of this annual financial report and includes the information required by Listing Rule 6.6.6(9) and Annex 1 to Listing Rule 6, this data having been obtained by polling the directors:

	Number of Board Members	Percentage of the Board	Number of Senior Positions on the Board (CEO, CFO, SID and Chair)	Number in Executive Management	Percentage of Executive Management
Men	3	60%	1	N/A – No executive Management	N/A – No executive Management
Women	2	40%	1	N/A – No executive Management	N/A – No executive Management
Not specified/prefer not to say	0	0%	0	N/A – No executive Management	N/A – No executive Management

The following table represents the ethnic background of the Board as of the date of approval of this annual financial report and includes the information required by Listing Rule 6.6.6(10) and Annex 1 to Listing Rule 6, this data having been obtained by polling the directors:

	Number of Board Members	Percentage of the Board	Number of Senior Positions on the Board (CEO, CFO, SID and Chair)	Number in Executive Management	Percentage of Executive Management
White British or other White (including minority-white groups)	5	100%	2	N/A – No executive Management	N/A – No executive Management
Mixed/Multiple Ethnic Groups	0	0%	0	N/A – No executive Management	N/A – No executive Management
Asian/Asian British	0	0%	0	N/A – No executive Management	N/A – No executive Management
Black/African/ Caribbean/ Black British	0	0%	0	N/A – No executive Management	N/A – No executive Management
Other ethnic group, including Arab	0	0%	0	N/A – No executive Management	N/A – No executive Management
Not specified/prefer not to say	0	0%	0	N/A – No executive Management	N/A – No executive Management

REPORT OF DIRECTORS

The Directors present their report and the audited financial statements of the Company for the year ended 31 December 2024.

Results and Dividend Policy

The results for the year are shown in the Statement of Comprehensive Income on page 61 and related notes on pages 64 to 80. Four interim dividends of 1.325 pence per share were declared and paid on account during the year ended 31 December 2024. In early 2025, a dividend of 1.375 pence per share was paid on 31 January 2025.

The Board is aware of the current circumstances surrounding inflation, higher interest rates and the evolving geopolitical landscape and their significant impact on economies and financial markets. As a result, we will be keeping the future level of dividends under close review.

Currently, we remain confident that our dividend can be paid based on the solvency and future viability of the Fund.

In light of the excess revenue earnings generated by the Fund this year, together with the prospect of dividend growth from the underlying portfolio, the board approved a 0.2p increase to the total dividends payable in 2025. This results in a new dividend rate of 5.5 pence per share per annum payable in 2025 on a quarterly basis in equal instalments. These figures are targets only and do not constitute, nor should they be interpreted as, a profit forecast.

In addition, this is a target only and should not be treated as an assurance or guarantee of performance. If the Company’s results permit it, the Board may consider further increases to the rate of dividends paid to shareholders at the appropriate time.

The current dividend rate of 1.375 pence per share per quarter is expected to be supported by dividend and interest income earned by the Fund.

Directors’ Conflicts of Interest

A director must avoid a situation where he or she has or might have a direct or indirect interest that either conflicts with or has the potential to conflict with the Company’s interests. The Company’s and Fund’s Articles of Association give the directors authority to authorise potential conflicts of interest and there are safeguards in place which will apply whenever the directors decide that such are necessary or desirable. Firstly, only directors who have no interest in the matter being considered are able to vote upon the relevant decision, and secondly, in voting on the decision, the directors must act in a way they consider, in good faith, will be in the best interests of the Company. The directors can impose limits or conditions when giving authorisation if they consider this to be appropriate.

The directors declare any potential conflicts of interest to the Board at each Board meeting. Any actual or potential conflicts of interest are entered into the Company’s register of such conflicts, which register is reviewed regularly by the Board. The register of conflicts of interest is kept at the Company’s registered office. The directors advise the Secretary as soon as they become aware of any new actual or potential conflicts of interest or any material changes to an existing conflict.

Share Capital

The Fund has the power to issue an unlimited number of shares of no par value which may be issued as redeemable participating preference shares or otherwise and which may be denominated in Sterling or any other currency.

There are currently 2 Management Shares of no par value in the Company (issued on incorporation) and 124,682,250 Fund Shares in issue. As at 31 December 2024, 18,235,000 (2023: 18,195,000) Fund Shares were held in treasury. Since the financial year end and up to the date of this report, no Fund Shares had been sold out of or repurchased into treasury, and there remain 18,235,000 Fund Shares held in treasury, which may in future be sold out of treasury to satisfy market demand. Accordingly, the number of Fund Shares in issue and with voting rights attached is currently 106,447,250 (2023: 106,487,250) and this figure may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under FCA’s Disclosure Guidance and Transparency Rules.

Further issues and Repurchases of Fund Shares

The Fund’s Articles of Association provide the Board of directors with authority to issue further Fund Shares without seeking shareholders’ approval, although, unless otherwise authorised by shareholders, such Fund Shares must be issued on a pre-emptive basis. However, at the Cell AGM held on 13 June 2024, the Fund’s shareholders authorised the issue or sale out of treasury of Fund Shares representing up to 10 per cent. of the Fund’s issued share capital as at the date of the Cell AGM on a non-pre-emptive basis. Such issues or sales will only be effected in the event of investor demand which cannot be met through the market and will only be conducted at a price equal to or above the prevailing NAV.

The aforementioned authority expires on the earlier of 30 September 2025 or the conclusion of the next Cell AGM.

The Fund’s Articles of Association also provide the Board of directors with authority to repurchase Fund Shares, provided that such repurchases are made with shareholders’ prior approval.

At the Cell AGM held on 13 June 2024, the Fund’s shareholders authorised the Board to make market purchases of up to 15,962,438 Fund Shares (representing 14.99 per cent. of the Fund’s issued share capital as at the date of the Cell AGM), provided that no such purchases may be made at a price above the prevailing net asset value per Fund Share on the date of any such purchase.

The aforementioned authority also expires on the earlier of 30 September 2025 or the conclusion of the next Cell AGM.

At the next Cell AGM, the Board will be seeking renewal of its authority to issue or sell out of treasury additional Fund Shares and to make market acquisitions of Fund Shares. The Fund conducted two share buybacks during 2024, The Board believes that it is important to retain the authority to buyback where appropriate (which, in turn is likely to depend on, inter alia, the prevailing discount rating of the Fund Shares, the financial resources that the Company has at its disposal, liquidity levels in the Fund Shares and the size of the Company). Buybacks can confer several benefits on remaining shareholders: they are accretive to NAV and can provide additional useful liquidity.

Holdings in the Company’s Shares

As at the year end and as at 28 February 2025, being the most recent practicable date prior to the publication of this Annual Financial Report, the Company had received notification in accordance with the Financial Conduct Authority’s Disclosure and Transparency Rule 5 of the following interests in 5 per cent or more of the Fund’s issued share capital with voting rights attached, where the Board has been advised that the holder retains a holding in excess of 5 per cent.

Name	Redeemable Participating Preference Shares 31 December 2024 31 31 December 2024	Redeemable Participating Preference Shares 31 December 2024	Redeemable Participating Preference Shares 28 February 2025
	Number of Shares	% of Shares in issue	Number of Shares
Saba Capital Management, L.P.*	31,048,865	29.12%	31,048,865
M&G PLC	9,794,162	9.20%	9,794,162
JP Morgan Chase & Co	NIL	NIL	5,479,118

* Of the 29.1% holding disclosed by Saba Capital Management L.P. 17.6% interest is held via total return swaps and the counterparty to such swaps may be separately disclosed in the table and result in double disclosure of such shares

Fund Shares are redeemable at the sole option of the directors and therefore classified as equity in the Statement of Financial Position.

Reappointment of Auditor

RSM Channel Islands (Audit) Limited has expressed its willingness to continue in office as auditor and a resolution to re-appoint it will be proposed at the Company’s and Fund’s forthcoming AGMs.

Related Party Transactions

Annual General Meetings (‘AGMs’)

This year’s AGMs will be held on 19 June 2025. Shareholders are welcome to attend the AGMs in person. The AGM Notices and details of the resolutions to be proposed are being sent to shareholders with this annual financial report. Shareholders can also write to the Company for further details at its registered office or by e-mail to the Secretary at Middlefield.Cosec@JTCGroup.com.

Directors’ Statement as to Disclosure of Information to the Auditor

Each of the persons who is a director at the date of approval of this annual financial report confirms that:

• so far as the director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and

• the director has taken all steps that he should have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.

Approval

This Strategic Report was approved by the Board on 24 March 2025 and is signed on their behalf by:

Michael Phair Andrew Zychowski

Director Director

Corporate Governance

Statement of Directors Responsibilities

Directors’ Responsibility Statement

The directors are responsible for preparing the annual financial report in accordance with applicable law and regulations. The Companies (Jersey) Law 1991, as amended (the “Companies Law”) requires the directors to prepare financial statements for each financial year which gives a true and fair view of the state of affairs of the Company and Fund as at the end of the financial year and of the profit or loss for that year. The directors have elected to prepare the financial statements under UK-adopted IFRS.

International Accounting Standard 1 requires that financial statements present fairly for each financial period the Company’s and Fund’s financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting Standards Board’s ‘Framework for the preparation and presentation of financial statements’. In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable IFRS. However, directors are also required to:

• properly select and apply accounting policies;

• present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

• provide additional disclosures when compliance with the specific requirements in IFRS are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company’s and Fund’s financial position and performance; and

• make an assessment on the Company’s and Fund’s ability to continue as a going concern.

The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Law. They are also responsible for safeguarding the assets of the Company and Fund, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website www.middlefield.co.uk.

Legislation in Jersey and the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Having taken advice from the Audit Committee, the Board considers the report and accounts, taken as a whole, as fair, balanced and understandable and that it provides the information necessary for shareholders to assess the Company’s and Fund’s performance, business model and strategy.

We confirm that to the best of our knowledge:

1. the financial statements, prepared in accordance with under UK-adopted IFRS, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and Fund;

2. the Chairman’s Statement, Investment Manager’s Report and notes to the financial statements incorporated herein by reference include a fair review of the development, performance and position of the Company and Fund, together with a description of the principal risks and uncertainties that it faces; and

3. the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s and Fund’s position and performance, business model and strategy.

By order of the Board:

Michael Phair Andrew Zychowski

Director Director

Date: 24 March 2025

Directors’ Remuneration Report

Remuneration Report

Remuneration policy

The Company’s remuneration policy is designed to ensure that the remuneration of directors is set at a reasonable level commensurate with the duties and responsibilities of each director and the time commitment required to carry out their roles effectively. Remuneration will be such that the Company and Fund are able to attract and retain directors of appropriate experience and quality. The fees paid to directors will reflect the experience of the Board as a whole, will be fair, and will take account of the responsibilities attaching to each role given the nature of the Company’s interests, as well as the level of fees paid by comparable investment trusts and companies.

Directors will be reimbursed for travel and subsistence expenses incurred in attending meetings or in carrying out any other duties incumbent upon them as directors of the Company or Fund. The level of directors’ fees paid will not exceed the limit set out in the Company’s and Fund’s Articles of Association.

Directors’ Remuneration

No director has a service contract with the Company or Fund and details of the directors’ fees are disclosed in note 13. The non-executive directors each earned the following fees in the 2024 and 2023 financial years:

Director	2024 Fees	2023 Fees
Philip Bisson (Resigned 1 June 2023)	–	£10,440
Dean Orrico	–	–
Richard Hughes (Resigned 1 June 2023)	–	£11,275
Michael Phair	£36,000	£33,500
Kate Anderson	£29,000	£27,000
Janine Fraser	£29,000	£27,000
Andrew Zychowski (Appointed 30 June 2023)	£32,000	£16,000

Mr Orrico has waived his entitlement for remuneration for acting as a director, because of his employment by the Investment Manager. The directors receive no other remuneration or benefits from the Company other than the fees stated above. The directors are paid out of pocket expenses for attendance at Board meetings and for any other expenditure they incur when acting on the Company’s behalf.

The remuneration of each director is determined by the Nomination and Remuneration Committee, with each director abstaining from discussion of and voting upon their own remuneration. When the directors’ remuneration is being considered, the Nomination and Remuneration Committee takes into account various factors including, but not limited to, the Company’s and individual directors’ performance, as well as each director’s time commitment to their role. To date, no external remuneration consultant has been appointed.

For the year under review, the directors’ remuneration was set at £36,000 per annum for the chairman of the Board, £32,000 per annum for the chairman of the audit committee and £29,000 for all other directors bar Mr Orrico, who has waived his entitlement to remuneration for acting as a director.

Shareholders’ Views

The Board welcomes the opportunity to discuss matters of remuneration with shareholders at the Company’s and Fund’s AGMs or at any investor forum that may be held during the year.

Letters of Appointment

All directors are non-executive. Every director has a letter of appointment and the letters of appointment are available for inspection on the Company’s website.

Directors’ Interests in Shares

The interests as at 28 February 2025, 31 December 2024 and 2023 of the directors who served on the Board and their connected persons during the year were as follows:

	28 February 2025 Fund Shares	31 December 2024 Fund Shares	31 December 2023 Fund Shares
Dean Orrico	220,000	220,000	220,000
Middlefield Limited (a company connected with Dean Orrico)	170,000	170,000	–
Michael Phair (current Chairman)	70,000	70,000	70,000
Andrew Zychowski (appointed 30 June 2023)	50,000	50,000	50,000
Danuta Zychowska (a person connected to Andrew Zychowski)	83,000	83,000	83,000
Kate Anderson	–	–	–
Janine Fraser	–	–	–

Directors’ dividends

The following dividends were paid to Directors during the year as well as persons connected to the Directors.

	31 December 2024 Dividend GBP	31 December 2023 Dividend GBP
Philip Bisson (resigned 1 June 2023)	–	–
Philean Trust Company Limited (a company connected with Philip Bisson until 1 June 2023)	–	11,731
Probitas Trust Company Limited (a company connected with Philip Bisson until 1 June 2023)	–	3,900
Beg Kaleh Services Limited (a company connected with Philip Bisson until 1 June 2023)	–	3,848
Beg Kaleh Pension Limited (a company connected with Philip Bisson until 1 June 2023)	–	28,418
Dean Orrico	11,660	11,440
Middlefield Limited (A PCA of Mr Orrico and the Manager of the Company)	6,758	–
Richard Hughes (resigned 1 June 2023)	–	2,637
Cheng Sim Hughes (a person connected to Richard Hughes until 1 June 2023)	–	650
Michael Phair (current Chairman)	3,710	3,640
Andrew Zychowski (appointed 30 June 2023)	2,650	2,600
Danuta Zychowska (a person connected to Andrew Zychowski)	4,399	4,316
Kate Anderson	–	–
Janine Fraser	–	–

Ongoing Charges

The below table shows the annualised ongoing charges that relate to the management of the Fund as a single percentage of the average NAV over the same year. In terms of the AIC’s methodology, ongoing charges are those expenses of a type which are likely to recur in the foreseeable future, whether charged to capital or revenue, and which relate to the operation of the Fund as a collective investment fund, excluding the costs of acquisition/disposal of investments, financing charges and gains/losses arising on investments.

	Ongoing charges (%)
31 December 2024	1.30
31 December 2023	1.33

Applicable Corporate Governance Codes

The Board is committed to achieving and demonstrating high standards of corporate governance. The Board is advised on all governance matters by the Secretary and has access to independent professional advice at the Company’s expense where it is judged necessary.

As an overseas closed-ended investment fund which has been admitted to the Official List of the FCA and to trading on the London Stock Exchange’s Main Market for Listed Securities, the Company is required by listing rule 6.6.6R (5) and (6), as modified by listing rule 11.7.7R, to report how the Company has applied the Principles set out in the UK Corporate Governance Code (the “UK Code”) and whether the Company has complied throughout the accounting period with all relevant provisions of the UK Code and, if it has not complied with all provisions, those provisions with which it has not complied and its reasons for non-compliance.

The AIC, of which the Company is a member, has published the AIC Code, which has been endorsed by the FRC and supported by the JFSC. The FRC has confirmed that, by following the AIC Code, investment company boards should fully meet their obligations in relation to the UK Code and paragraph LR 6.6.6 of the Listing Rules.

The UK Code is available for download from the FRC’s web-site www.frc.org.uk and the AIC Code is available for download from the AIC’s website www.theaic.co.uk. Both of these documents can also be provided by the Secretary by e-mail upon request.

Statement of Compliance

The Board has considered the principles and recommendations of the AIC Code. The AIC Code addresses all the principles set out in the UK Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company. The Board considers that reporting against the principles and recommendations of the AIC Code provides better information to shareholders.

The directors believe that the Company has complied with the provisions of the AIC Code, where appropriate, and that it has complied throughout the year with the provisions where the requirements are of a continuing nature.

Responsibilities of the Board

Internal Controls

The directors are responsible for overseeing the effectiveness of the Company’s risk management and internal control systems, which are designed to ensure that proper accounting records are maintained, that the financial information on which business decisions are made and which is issued for publication is reliable, and that the assets of the Company are safeguarded. However, such a system can only be designed to manage rather than eliminate the risk of failure to achieve business objectives and therefore can only provide reasonable and not absolute assurance against material misstatement or loss.

Having reviewed the Company’s risk management and internal control systems and on the advice of the Audit Committee, the Board believes that they continue to be effective and that no changes thereto are necessary or desirable at this juncture. Because the Company delegates its day-to-day operations to third parties and has no employees, having reviewed the effectiveness of the internal control systems of the Administrator on a quarterly basis and having regard to the role of its external auditor, the Board does not consider that there is a need for the Company to establish its own internal audit function. The Administrator does however provide the Company’s compliance officer, who monitors the Company’s compliance with applicable laws and regulations and reports directly to the Board of directors on a quarterly basis.

The Company receives reports from the Secretary and Administrator relating to its activities. Documented contractual arrangements are in place with the Secretary and Administrator, which define the areas where the Company has delegated authority to it. The Secretary ensures that the directors receive accurate, timely and clear information from all service providers.

Directors

Appointment, Retirement and Tenure

As Mr Orrico is not independent of the Investment Manager, he is required by the FCA’s Listing Rules to submit himself for re-election annually. In addition, in accordance with the provisions of the AIC Code, and PIRC’s published guidance, all directors will continue to offer themselves for annual re-election for the foreseeable future.

As the Company is a Jersey-regulated entity, the appointment of any new director is subject to the JFSC’s confirmation that they have no objection to such director’s appointment. It is also a regulatory requirement that the Company have at least two Jersey resident directors. Therefore, for so long as there are only two Jersey resident directors in office, any Jersey resident director who retires or whose re-election is not approved at a Company and Cell AGM will therefore remain in office until such time as a replacement Jersey-resident director acceptable to the JFSC has been appointed.

The Board is of the view that length of service does not automatically compromise the independence or contribution of directors of an investment company, where continuity and experience can be a benefit to the Board. Furthermore, the Board agrees with the view expressed in the AIC Code that long-serving directors should not be prevented from forming part of an independent majority or from acting as Chairman. Consequently, no limit had previously been imposed on the directors’ overall length of service.

However, the Board has noted that the AIC considers that directors who have served on the Board for more than nine years may not be independent and that certain corporate governance advisory bodies believe that directors should not serve more than nine years on an investment company’s Board. Therefore, in the spirit of best corporate governance, the Board has decided that any remunerated, independent director appointed in 2018 or thereafter shall only serve for a maximum of nine years before being required to retire from office.

As stated in previous annual financial reports, the Board has recognised the merits of refreshing its composition as well as planning for future succession. The Board intends to continue evolving its composition on a periodic basis and has agreed a succession plan for the directors with over nine years of service. The Board’s advance planning for the retirement of directors ensures an orderly transition process that maintains an appropriate balance of skills and relevant experience. The Board has used open advertising in the past. The directors have decided that in future, in order to reach a broader range of diverse candidates, it will also consider using one or more UK external search agents to assist with the search for new directors.

As required by the FCA’s Listing Rules, full biographical details of any additional directors appointed will be announced and he or she will stand for re-election at the next subsequent Company and Cell Meeting convened after their appointment and annually thereafter.

Independence

For the period 1 January 2024 to the date of this report, the Board consisted of five members, all of whom were non-executive. Mr Orrico is a director of Middlefield Limited, the Investment Manager and President of the Investment Advisor. All the directors, apart from Mr Orrico, are considered to be independent of the Investment Manager and free of any business or other relationship that could influence their ability to exercise independent judgement. The Board believes that Mr Orrico’s investment management experience as well as his first-hand knowledge of the Canadian economic and investment sector adds considerable value to the Company.

The Board believes that Ms Anderson, Ms Fraser, Mr Phair and Mr Zychowski are independent in character and judgement and that their experience and knowledge of the specialised sector in which the Company operates adds significant strength to the Board. M Phair was also considered to be independent upon his appointment as Chairman. The directors believe that the Board has a balance of skills and experience which enable it to provide effective strategic leadership and proper governance of the Company. Information about the directors, including their relevant experience, can be found on pages 26 to 27.

In accordance with the recommendations of the AIC Code, Ms Kate Anderson acted as Senior Independent Director. In-line with the AIC’s recommendation, Ms Anderson provides a sounding board for the chair and serves as an intermediary for the other directors and shareholders. She is responsible for coordinating a regular meeting, at least annually and on other occasions as necessary, of the non-executive directors (excluding the chair), to appraise the chair’s performance.

Induction and Ongoing Training

Although no formal training in corporate governance is given to directors, the directors are kept appraised of corporate governance issues through bulletins and training materials provided from time to time by the Secretary and the AIC.

Directors’ Insurance

The Company purchases directors’ and officers’ liability insurance cover at a level which is considered appropriate for the Company.

Meeting Attendance

The table below summarises the directors’ attendance at each type of meeting held during the year.

	Quarterly Board	Ad hoc Board	Audit Committee	Nomination and Remuneration Committee	Management Engagement Committee	Dividend Committee**
No. of meetings in the Year	4	2	4	2	1	4
Dean Orrico*	4	2	4	2	1	0
Janine Fraser***	4	2	4	2	1	3
Michael Phair	4	2	4	2	1	1
Kate Anderson***	4	2	4	2	1	0
Andrew Zychowski	4	2	4	2	1	3

* Mr Orrico attended meetings of the Committees as an observer, not a member or participant.

** The quorum for a meeting of the Dividend Committee is one director physically present in the UK.

*** Ms Anderson and Ms Fraser attended as observers at the ad hoc Board meeting on 7 May 2024.

The Board’s Committees

Performance Evaluation

The directors recognise the importance of the AIC Code in terms of evaluating the performance of the Board as a whole, its respective Committees and individual directors. After the year end, the performance of the Board, Committees of the Board and individual directors was assessed in terms of:

• attendance at Board and Committee Meetings;

• the independence of individual directors;

• the ability of individual directors to make an effective contribution to the Board and Committees of the Board, together with the diversity of skills and experience each director brings to meetings;

• the Board’s ability to effectively challenge the Investment Manager’s recommendations, suggest areas of debate and fix timetables for debates on the future strategy of the Company; and

• the Board’s diversity in terms of gender, social and ethnic backgrounds and cognitive and personal strengths and weaknesses.

The directors concluded that the performance evaluation process had proven successful, with the Board, the Chairman, the Committees of the Board and the individual directors scoring well in all areas. The Board and the Committees of the Board continued to be effective, each director’s behaviour continued to be aligned to the Company’s purpose, values and strategy and the individual directors continued to demonstrate commitment to their respective roles and responsibilities. Although the Board did not procure an externally facilitated Board evaluation during the year under review, the directors will consider doing so at the appropriate time in the future.

The Board also reviews its own policies and procedures on a periodic basis, as well as the terms of reference of its committees, to ensure that they serve to further the Company’s purpose and that they are aligned with the Company’s values and strategy. The Board with the support of the Secretary reviewed all of their policies, procedures and the terms of reference, all of which were updated (as applicable) to meet the recommendations of the AIC Code and concluded that they continued to be in a satisfactory form.

Committees of the Board

Audit Committee

On 26 May 2010 an Audit Committee was established. The current members are Andrew Zychowski (Chairman), Michael Phair, Kate Anderson and Janine Fraser. Notwithstanding that Mr Phair is Chairman of the Board, he was independent on appointment and the Board considers that his experience and knowledge is of great value to the Audit Committee. A separate report from the Audit Committee is included at pages 48 to 50.

Nomination and Remuneration Committee

The Board has also established a Nomination and Remuneration Committee, which meets when necessary. At the present time, the current members are all the directors of the Company bar Mr Orrico, and their summary biographical details are set out on pages 26 to 27.

The Chairman of the Nomination and Remuneration Committee is Andrew Zychowski or, failing him, any member of the Nomination and Remuneration Committee present within the United Kingdom other than the Chairman of the Company. The Board believes it is appropriate for all members of the Board (excluding Mr Orrico) to be on the Nomination and Remuneration Committee, because the directors work together collegiately, and each brings a different perspective to the Nomination and Remuneration Committee’s discussions.

The key terms of reference of the Nomination and Remuneration Committee are set out below.

• The Committee oversees the process of identifying and nominating prospective directors.

• The Committee considers and monitors the level and structure of remuneration of the directors of the Company and the Fund.

• The Committee considers the need to appoint external remuneration consultants.

• The Committee is authorised, in consultation with the Secretary, where necessary to fulfil its duties, to obtain outside legal or other professional advice, including the advice of independent remuneration consultants, to secure the attendance of external advisors at its meetings, if it considers this necessary, and to obtain reliable up-to-date information about remuneration in other companies, all at the expense of the Fund.

• The Committee considers the overall levels of insurance cover for the Company, including directors’ and officers’ liability insurance.

• The Committee conducts a process annually to evaluate the performance of the Board and its individual directors.

• The Committee considers such other topics as directed by the Board.

The Board believes that, subject to any exception explained in this report and the nature of the Company as an investment fund, it has complied with the applicable provisions of the AIC Code throughout the year. The Board has noted the recommendations of the AIC relating to Board diversity. Although the Board does not have a formal written policy on diversity and inclusion, the Board, advised by the Nomination and Remuneration Committee, considers diversity, including the balance of skills, knowledge, diversity (including gender) and experience amongst other factors when reviewing the composition of the Board and appointing new directors, but does not consider it appropriate to establish targets or quotas in this regard. Board diversity is carefully considered and will continue to be considered in the future.

When considering the proposed appointment of new directors, the Nomination and Remuneration Committee receives full biographical information on all candidates and considers all matters which it considers relevant, including their experience and ability to devote sufficient time to the Company’s business. The process also takes into account numerous other factors including, but not limited to, each candidate’s experience, gender, social and ethnic background and personal strengths and weaknesses. Each director is interviewed by the Nomination and Remuneration Committee as part of the Board’s evaluation of prospective candidates. After their appointment, each director seeks the Board’s consent before taking on any other significant external appointments.

Management Engagement Committee

The Board established a Management Engagement Committee at its meeting held on 20 November 2013. In addition to regular reporting and engagement at Board meetings with its service providers, the Board formally reviews all service providers via the Management Engagement Committee. At the present time, the Management Engagement Committee’s members are all the directors of the Company bar Mr Orrico, who does not sit on the Management Engagement Committee because of the perceived conflict that his role as President of the Investment Advisor could present.

The Chairman of the Management Engagement Committee is Andrew Zychowski or, failing him, any member of the Management Engagement Committee present within the United Kingdom other than the Chairman of the Company. For the purposes of transacting business, a quorum of the Management Engagement Committee is not less than two members of the Management Engagement Committee and all meetings must take place in the UK.

The Board believes it is appropriate for all independent members of the Board to be on the Management Engagement Committee, because the directors work together collegiately and each brings a different perspective to the Management Engagement Committee’s discussions.

Duties

The Management Engagement Committee’s key duty is to review the performance by service providers of their duties and the terms of all agreements for the provision of services that the Company has entered into or will in future enter into.

The Management Engagement Committee meets at least annually to specifically consider the ongoing management, administrative and secretarial and investment management requirements of the Company. The Management Engagement Committee receives self- evaluation questionnaires provided by all service providers, which include reporting on each service provider’s opinion of the quality of services provided by the Company’s other service providers, and the Board also receives detailed compliance reporting from the Company’s compliance officer, which the Management Engagement Committee takes into account when reviewing the services provided. The quality and timeliness of reports to the Board are also taken into account and the overall management of the Company’s affairs by the Investment Manager is considered. Based on its recent review of activities, and taking into account the performance of the portfolio, the other services provided by the key service providers, and the risk and governance environment in which the Company operates, the Board believes that the retention of the current key service providers on the current terms of their appointment remains in the best interests of the Company and its shareholders.

The Board regularly reviews the performance of the services provided by these companies. A summary of the terms of the agreements with the Secretary, the Investment Manager and the Investment Advisor are set out in note 1 to the financial statements. After due consideration of the resources and reputations of those parties, the Board believes it is in the interests of shareholders to retain the services of all three providers for the foreseeable future.

Terms of Reference of Committees

The Terms of Reference of the Audit Committee, the Nomination and Remuneration Committee and the Management Engagement Committee are all available on the Company’s website and are also available for inspection at the Company’s registered office during normal business hours.

Bribery Act 2010

The Company has no employees. The Board has considered the Bribery Act 2010 and confirmed its zero tolerance of bribery and corruption in its business activities. It has received assurances from the Company’s main service providers that they will maintain adequate safeguards to protect against any form of bribery and corruption by their employees and agents.

Criminal Finances Act 2017

The Board has also considered the Criminal Finances Act 2017 and has received assurances from the Company’s main service providers that they will maintain adequate safeguards to protect against any form of illegal activities under this legislation, including the facilitation of tax evasion.

Relations with Shareholders

Shareholder relations are given a high priority by the Board, Investment Manager and Secretary. The primary medium through which the Company communicates with its shareholders is through the annual and half-yearly financial reports, which aim to provide shareholders with a full understanding of the Company’s activities and results. The information is supplemented by the daily publication of the NAV of the Fund Shares, monthly factsheets and information on the Company’s website operated by the Investment Manager. Shareholders have the opportunity to address questions to the Chairman and the Committees of the Board at the AGMs each year. Shareholders can also write to the Company at its registered office or by e-mail to the Secretary at Middlefield.Cosec@JTCGroup.com

The Chairman is available and meets with major shareholders to discuss aspects of investment performance, governance and strategy and to listen to shareholders’ views, in order to help develop a balanced understanding of their issues and concerns. General presentations are given by the Investment Manager to both shareholders and analysts follow the publication of the annual financial results. In addition, the Investment Manager maintains a regular schedule of meetings throughout the year with major shareholders and keeps the Board updated with the outcome of such meetings.

Report of the Audit Committee

This report of the Audit Committee has been prepared with reference to the AIC Code. Established in 2010, the Audit Committee reports formally to the main Board at least twice each year. In accordance with written terms of reference, its delegated duties and responsibilities are reviewed and reapproved annually. The function of the Audit Committee is to ensure that the Company maintains high standards of integrity, financial reporting and internal controls.

The members do not have any links with the Company’s Auditor. They are also independent of the management teams of the Investment Manager, the Administrator and all other service providers. The Audit Committee meets formally no less than twice a year in London and on an ad hoc basis if required.

The Audit Committee considers the financial reporting by the Company and the Fund, the internal controls, and relations with the Company’s and the Fund’s Auditor. In addition, the Audit Committee reviews the independence and objectivity of the Auditor. The Committee meets at least twice a year to review the internal financial and non-financial controls, to approve the contents of the interim and annual reports and financial statements and to review accounting policies. Representatives of the Auditor attend the Committee meeting at which the draft Annual Financial Reports are reviewed and can speak to Committee members without the presence of representatives of the Investment Manager. The audit program and timetable are drawn up and agreed with the Auditor in advance of the financial year end. Items for audit focus are discussed, agreed and given particular attention during the audit process. The Auditor reports to the Committee on these items, among other matters. This report is considered by the Committee and discussed with the Auditor and the Investment Manager prior to approval and signature of the Annual Financial Report.

The Audit Committee is authorised by the Board to investigate any activity within its terms of reference and to consult with outside legal or other independent professional advisers when deemed necessary in order to adequately discharge their duties and responsibilities, which include:

• Considering the appointment, resignation or dismissal of the Auditor and their independence and objectivity, particularly in circumstances where non-audit services have been provided.

• Reviewing the cost effectiveness of the external audit from time to time.

• Reviewing and challenging the half-yearly and Annual Financial Reports, focusing particularly on changes in accounting policies and practice, areas of accounting judgement and estimation, significant adjustments arising from audit or other review and the going concern assumption.

• Providing advice to the Board on whether the Annual Financial Report, taken as a whole, is fair balanced and understandable and provides the information necessary for shareholders to assess the company’s position and performance, business model and strategy.

• Reviewing compliance with accounting standards and law and regulations including the Companies (Jersey) Law 1991 and the FCA’s Listing and Disclosure Guidance and Transparency Rules.

• Completing regular risk management reviews of internal controls, which include the review of the Fund’s Risk Register.

• Reviewing the effectiveness of the Company’s system of internal controls, including financial, operating, compliance, fraud and risk management controls and making and reporting to the Board any recommendations that may arise.

• Considering the major findings of internal investigations and making recommendations to the Board on appropriate action.

• Ensuring that arrangements exist whereby service providers and management may raise concerns over irregularities in financial reporting or other matters in confidence and that such concerns are independently investigated and remediated with appropriate action.

The Audit Committee, having reviewed the effectiveness of the internal control systems of the Administrator on a quarterly basis, and having regard to the role of the Auditor, does not consider that there is a need for the Company or Fund to establish its own internal audit function. The Administrator does however provide the Company’s compliance officer, who monitors the Company’s compliance with applicable laws and regulations and reports directly to the Board of directors on a quarterly basis.

Some of the principal duties of the Audit Committee are to consider the appointment of the Auditor, to discuss and agree with the Auditor the nature and scope of the audit, to review the scope of and to discuss the results and the effectiveness of the audit and the independence and objectivity of the Auditor, to review the Auditor’s letter of engagement and management letter and to analyse the key procedures adopted by the Company’s outsourced service providers including the Administrator and Custodian. The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of the Company’s and its service provider’s internal control and risk management systems. The Company’s risk assessment focus and the way in which significant risks are managed is a key area for the Committee. Work here was driven by the Committee’s assessment of the risks arising in the Company’s operations and identification of the controls exercised by the Board and its delegates, the Investment Manager and other service providers. These are recorded in the Company’s business risk matrix which continues to serve as an effective tool to highlight and monitor the principal risks.

The Board also received and considered, together with representatives of the Investment Manager, reports in relation to the operational controls of the Investment Manager, Administrator, Custodian and Registrar. These reviews identified no issues of significance. The risks relating to the Company (including the Fund) are discussed by the directors and documented in detail in the minutes of each meeting.

The Audit Committee is also responsible for overseeing the Company’s relationship with the Auditor, including making recommendations to the Board on the appointment and re-appointment of the Auditor and its remuneration.

Significant Matters

The significant matters that were subject to specific consideration in 2024 by the Committee and consultation with the Auditor where necessary were as follows:

Valuation and ownership of securities

There is a risk that the securities are incorrectly valued due to factors including low volume traded securities and errors in third party prices.

Valuation of securities – at each valuation point, a price tolerance check is run.

The following exceptions require further investigation:

• Prices outside the stated tolerance levels: Price movements need to be justified to underlying support.

• Stale prices: These need to be traced and agreed to support to ensure prices are not stale. Stale prices are escalated as per the pricing policy after being static for more than 7 days.

• Zero prices: Prices for these securities need to be investigated and added if applicable.

There is also the risk that the securities are not directly owned by the Fund, which may be caused by errors in the recording of trade transactions.

Ownership of securities – at each valuation point a stock reconciliation is performed, which entails tracing and agreeing the stock holding at valuation point to the Custodian records.

Any differences are investigated.

All new trades are traced and agreed to the contract note.

Allocation to Capital and Revenue

The Directors have made the critical judgement to allocate a proportion of management fees and finance to capital. This has been allocated 60% to capital and 40% to revenue.

This has been done in accordance with the Association of Investment Companies’ Statement of Recommended Practice for Investment Trusts Companies.

The Audit Committee challenged the allocation of charges between capital and revenue by comparing it with the policies of other companies in the AIC North American sector who allocate charges to both capital and revenue. MCT has a somewhat higher allocation to revenue than the peer group. Since MCT is the highest yielding fund in the sector, the Audit Committee considered the allocation to be appropriate following this review and discussion of the separate analysis provided by the Investment Manager.

Compliance with Regulatory Requirements

JTC Fund Solutions (Jersey) Limited as administrator works with the Board of directors to ensure that the Fund complies with its obligations under all applicable laws and regulations including, but not limited to:

• The Companies (Jersey) Law 1991

• The FCA’s listing rules, prospectus and disclosure guidance and transparency rules

• The AIC Code of Corporate Governance and

• The JFSC’s Codes of Practice for Certified Funds

• The Jersey Listed Fund Guide

Going Concern

The financial statements are prepared using the going concern basis based on the directors’ assessment that:

• The investment portfolio consists of listed investments that are highly realizable

• The Fund has sufficient liquidity in cash to meet all on-going expenses and repayments of external borrowings

• The directors have the option to reduce dividend payments if the need arises

The Investment Manager monitors the Fund’s investment portfolio daily and invests in listed securities that can be liquidated in a relatively short period of time. The Board monitors the Fund’s portfolio on a quarterly basis.

Auditor and Audit

The Auditor was first appointed on 1 October 2020 following a detailed tender process and the Auditor is subject to annual reappointment by shareholders at each Company AGM and Cell AGM. The Audit Committee considers the nature, scope and results of the Auditor’s work and monitors the independence of the Auditor. Formal reports are received at Board meetings from the Auditor on an interim and annual basis relating to the extent of their work. The work of the Auditor in respect of any significant audit issues and consideration of the adequacy of that work is discussed. The Audit Committee is pleased to report there have been no concerns regarding their performance or independence.

The Audit Committee assesses the effectiveness of the audit process. The Audit Committee receives a report from the Auditor which covers the principal matters that have arisen from the audit.

The Audit Committee meets with the Investment Manager and Administrator to discuss the extent of audit work completed to ensure all matters of risk are covered and assesses the quality of the draft financial statements prepared by the Administrator and examines the interaction between the Investment Manager and the Auditor to resolve any potential audit issues.

The Audit Committee has an active involvement and oversight of the preparation of both half yearly and annual financial reports and recommends for the purposes of the production of these financial reports that valuations are prepared by the management team of the Administrator. These valuations are a critical element in the Company’s financial reporting and the Audit Committee questions them thoroughly.

Ultimate responsibility for reviewing and approving the annual financial report remains with the Board.

Andrew Zychowski

Director

Date: 24 March 2025

General Shareholder Information

AIFMD Disclosures

In accordance with the AIFMD, the AIFM is required to disclose specific information in relation to the following aspects of the Company’s management:

Leverage and borrowing

Leverage is defined as any method by which the Company increases its exposure through borrowing or the use of derivatives. ‘Exposure’ is defined in two ways – ‘gross method’ and ‘commitment method’ – and the Company must not exceed maximum exposures under both methods. ‘Gross method’ exposure is calculated as the sum of all positions of the Company (both positive and negative), that is, all eligible assets, liabilities and derivatives, including derivatives held for risk reduction purposes. ‘Commitment method’ exposure is also calculated as the sum of all positions of the Company (both positive and negative), but after netting off derivative and security positions as specified by the Directive.

For the gross method, the following has been excluded:

• the value of any cash and cash equivalents which are highly liquid investments held in the base currency of the AIF that are readily convertible to a known amount of cash, subject to an insignificant risk of changes in value;

• that remain in cash or cash equivalent as defined above and where the amounts of that payable are known. The total amount of leverage calculated as at 31 December 2024 is as follows:

Gross method: 139.35% (31 December 2023: 130.13%)

Commitment method: 139.35% (31 December 2023: 130.13%)

Liquidity

The Investment Manager’s policy is that the Company should normally be close to fully invested (i.e. with liquidity of 5% or less) but this is subject to the need to retain liquidity for the purpose of the efficient management of the Company in accordance with its objectives. There may therefore be occasions when there will be higher levels of liquidity, for example following the issue of shares or the realisation of investments. This policy has been applied consistently throughout the review period and as a result the Investment Manager has not introduced any new arrangements for managing the Company’s liquidity.

Risk management policy note

Please refer to note 16, Financial instruments, in the Notes to the financial statements on pages 72 to 76 for risk management policies, where the current risk profile of the Company and the risk management systems employed by the Investment Manager to manage those risks are set out.

AIFM Remuneration

A total of 8 staff employed by the AIFM are engaged in managing the Fund. The compensation paid to these beneficiaries during the year under review was £275,000, split roughly equally between fixed and variable compensation. The Fund has no agreement to pay any carried interest to the AIFM.

General Data Key Investor

åDocument and Related Data

The Company has produced an EU Key Information Document (the “KID”), as required by the Packaged Retail and Insurance-Based Investment Products Regulations (the “PRIIPs Regulations”) and a UK KID under the UK’s amended version of the PRIIPs Regulations, together with a European PRIIPs Template and a European MiFID Template, all of which are available on the Company’s website.

The PRIIPs Regulations require the preparation and publication of the KID. Investors should note that the methodology for calculating the risks, costs and potential returns cited in the KID are prescribed by the PRIIPs Regulations. However, the methodology is considered by many market participants, including the AIC, to be flawed and future risks and returns may not transpire to be as cited in the KID. The Board therefore recommends that investors not make any investment or divestment decision based on the information contained in the KID.

Non-Mainstream Pooled Investment (‘NMPI’) Status

The Company currently conducts its affairs to maintain its status as an “excluded security” for the purposes of the FCA’s rules on “non-mainstream pooled investments” and intends to continue to do so. The Fund Shares are therefore excluded from the FCA’s restrictions which apply to non-mainstream pooled investments.

Performance Details/Share Price Information

Details of the Company’s share price and the net asset value per Fund Share can be found on the London Stock Exchange’s website. The net asset value is calculated and published daily, on the basis of the bid price of securities at closing.

Consumer Duty Value Assessment

Middlefield International Limited (“MIL”), as advisor to Middlefield Canadian Income PCC (“MCT”), has prepared an assessment of fair value based on the FCA’s guidelines which includes consideration of the fund’s relative performance, investment process, costs and charges, quality of service, comparable market rates and economies of scale. Based on this assessment, MIL has concluded that MCT is providing value to its investors. The assessment of value can be found on the website under Other Reports and Filings www.middlefield.co.uk.

Independent Auditor’s Report

TO THE MEMBERS OF MIDDLEFIELD CANADIAN INCOME – GBP PC, A CELL OF MIDDLEFIELD CANADIAN INCOME PCC

Opinion

We have audited the financial statements of Middlefield Canadian Income – GBP PC (the “Fund”), which comprise the Statement of Financial Position as at 31 December 2024, and the Statement of Comprehensive Income, Statement of Changes in Redeemable Participating Preference Shareholder’s Equity and Statement of Cash Flows for the year then ended, and notes 1 to 22 to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted International Financial Reporting Standards (‘IFRS’).

In our opinion the financial statements of Middlefield Canadian Income – GBP PC, a cell of Middlefield Canadian Income PCC:

give a true and fair view of the state of the Fund’s affairs as at 31 December 2024 and of its profit for the year then ended;

have been properly prepared in accordance with UK-adopted IFRS; and

have been prepared in accordance with the Companies (Jersey) Law 1991.

Separate opinion in relation to IFRS as adopted by the European Union

As explained in note 2a, in addition to complying with the Listing Rules obligation to apply UK-adopted IFRS, the Fund has also applied IFRSs as adopted by the European Union.

In our opinion the financial statements give a true and fair view of the financial position of the Fund as at 31 December 2024 and of its financial performance and cash flows for the year then ended in accordance with IFRS as adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Fund in accordance with the ethical requirements that are relevant to our audit of the financial statements in Jersey, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our approach to the audit

Our audit was scoped by obtaining an understanding of the Fund and its environment, including internal control, and assessing the risks of material misstatement. Audit work to respond to the risks of material misstatement was performed directly by the audit engagement team.

Our consideration of the control environment

The Fund has appointed JTC Fund Solution (Jersey) Limited to provide the accounting function. The accounting function has been subcontracted to JTC Fund Solutions (RSA) Pty Ltd (“JTC SA”). We have obtained JTC SA’s ISAE 3402 controls assurance report for the period 1 April 2023 to 31 March 2024 which summarises the suitability of design and implementation and operating effectiveness of controls. We have reviewed the report and considered the controls relevant to the accounting functions undertaken by JTC SA for the Fund in order to rely on controls. As the reporting date of the Fund is 31 December 2024, we have obtained correspondence issued by JTC SA confirming that there have not been any material changes to the internal control environment nor any material deficiencies in the internal controls to this date.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the ‘material uncertainty related to going concern’ below, in arriving at our audit opinion, the key audit matter was as follows:

Key Audit Matter

How our scope addressed this matter

Ownership and valuation of Securities

The Fund’s securities (see note 3 and the schedule of securities) are included at fair value of £169,952,944 (2023: £146,643,502). The portfolio is made up of securities actively traded on recognised markets which are measured at fair value based on market prices and other prices determined with reference to observable inputs.

Although all of the securities are listed and have quoted market pricing data available which is used to value the securities, there is a risk of material misstatement that the securities may be incorrectly valued due to stale prices, low trading volumes or errors reported in third party prices. Where securities are not regularly traded there is a greater risk of material misstatement that the quoted price is not reflective of fair value and this should be taken into consideration in management’s assessment. Valuation has a significant impact on the net asset value of the Fund.

There is a risk that securities, a record of which is maintained by a third-party custodian, are not directly owned by the Fund.

Securities are held by the custodian. Ensuring that the custodian records all the securities correctly under the Fund’s name is critical since the investment portfolio represents the principal element of the financial statements, being the single largest asset on the Statement of Financial Position.

Our procedures on the valuation of securities included:

understanding the relevant controls around valuation;

testing 100% of the valuations of securities by agreeing the prices directly to independent third-party sources;

considering the trading history of securities to determine whether they have been frequently traded, and values at which they have been traded to consider whether the year-end prices are stale.

Our procedures on ownership of securities included:

obtaining an understanding of the relevant controls around custody of securities;

agreeing the holdings to independent third-party confirmations provided by the Fund’s custodian;

reviewing the ISAE 3402 controls assurance report of the custodian to consider the controls relevant to the custodial function.

Key observations
Based on the procedures, we concluded that the ownership and valuation of securities are appropriate.

Our application of materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

Materiality £2,870,000 (2023: £2,470,000).

Basis for determining materiality – Approximately 1.6% of the Fund’s total assets (2023: 1.6%).

Rationale for the benchmark applied – The reason for using total assets is that the key users of the financial statements are primarily focused on the valuation of the Fund’s assets. This approach remains consistent with the prior year.

Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole. Performance materiality was set at 75% of materiality for the 2024 audit (2023: 75%). In determining performance materiality, we considered our understanding of the entity, including our assessment of the overall control environment.

Independent Auditor’s Report continued

Our application of materiality (continued)

Error reporting threshold

We agreed with the Audit Committee that we would report to them all audit differences in excess of £140,000 (2023: £120,000), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.

Material uncertainty relating to going concern

We draw attention to note 2n to the financial statements which indicates that the Fund’s ability to continue as a going concern is dependent on the outcome of the directors review of a number of strategic options for the future of the Fund, as described in note 2n. As stated in note 2n, these events presented by the directors indicate that a material uncertainty exists that may cast significant doubt on the Fund’s ability to continue as a going concern. Our opinion is not qualified in respect of this matter.

Given the material uncertainty identified by the directors, we considered going concern to be a key audit matter.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our evaluation of the directors’ assessment of the Fund’s ability to continue to adopt the going concern basis of accounting, and in response to the key audit matter, included:

Considering the appropriateness of the directors’ conclusion in relation to the matters described in 2n and discussing this with the board;

Review of the directors’ statement in note 2n and their identification of any material uncertainties to the Fund’s ability to continue over a period of at least twelve months from the date of approval of the financial statements;

Consideration as part of our risk assessment of the nature of the Fund, its business model and related risks including where relevant the requirements of the applicable financial reporting framework and the system of internal control; and

Evaluation of the directors’ assessment of the Fund’s ability to continue as a going concern, including challenging the underlying data and key assumptions used to make the assessment, and evaluation of the directors’ plans for future actions in relation to their going concern assessment.

Other than the above, based on the work we have performed, we have not identified any material uncertainties, other than as disclosed in note 2n, relating to events or conditions that, individually or collectively, may cast significant doubt on the Fund’s ability to continue as a going concern for a period of at least twelve months from the date of approval of the financial statements.

In relation to the Fund’s reporting on how it has applied Listing Rule 6.6.6R and Listing rule 11.7.7R, we have nothing material to add or draw attention to in relation to the director’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in respect of these matters.

Independent Auditor’s Report continued

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion;

adequate accounting records have not been kept; or

the financial statements are not in agreement with the accounting records and returns; or

proper returns adequate for our audit have not been received from branches not visited by us; or

we have not received all the information and explanations we require for our audit.

Corporate governance statement

The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Fund’s compliance with the provisions of the Listing Rule 6.6.6R specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement and Corporate Information is materially consistent with the financial statements or our knowledge obtained during the audit:

Directors’ statement with regards the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on pages 33 to 34;

Directors’ explanation as to its assessment of the entity’s prospects, the period this assessment covers and why the period is appropriate set out on pages 33 to 34;

Directors’ statement on fair, balanced and understandable set out on page 48;

Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 30 to 34;

The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 48; and

The section describing the work of the audit committee set out on pages 48 to 50.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Fund’s ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Fund or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Independent Auditor’s Report continued

Auditor’s responsibilities for the audit of the financial statements (continued)

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Fund’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Fund to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

The extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is explained below.

The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, we:

obtained an understanding of the nature of the industry and sector, including the legal and regulatory frameworks that the Fund operates in and how the Fund is complying with the legal and regulatory frameworks;

inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected, or alleged instances of fraud;

discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud having obtained an understanding of the effectiveness of the control environment; and

reviewed minutes of the Board and other Committees.

Independent Auditor’s Report continued

The extent to which the audit was considered capable of detecting irregularities, including fraud (continued)

We also obtained an understanding of the legal and regulatory frameworks that the Fund operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK-adopted IFRS, Companies (Jersey) Law 1991, Codes of Practice for Certified Funds, Listing and Disclosure Transparency Rules and the AIC Code of Corporate Governance. The audit procedures performed included:

a review of the financial statement disclosures and testing to supporting documentation;

completion of disclosure checklists to identify areas of non-compliance; and

review of the financial statement disclosures by a specialist in the Listing and Disclosure Transparency Rules.

The area that we identified as being susceptible to material misstatement due to fraud was management override of controls. The audit procedures performed included:

testing the appropriateness of journal entries and other adjustments;

undertaking analytical procedures to identify unusual or unexpected relationships;

assessing whether the judgements made in determining accounting estimates, in particular in respect of the fair value of securities and the split between capital and revenue, are indicative of a potential bias; and

evaluation of the business rationale of any significant transactions that are unusual or outside the normal course of business.

Owing to the inherent limitations of an audit there is an unavoidable risk that some material misstatement of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with ISAs (UK). However, the principal responsibility for ensuring that the financial statements are free from material misstatement, whether caused by fraud or error, rests with the directors who should not rely on the audit to discharge those functions.

In addition, as with any audit, there remains a higher risk of non-detection of fraud, as this may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.

Other matters which we are required to address

Following the recommendation of the audit committee, we were appointed by the Board of directors on 1 October 2020 to audit the financial statements for the year ending 31 December 2020 and subsequent financial periods. The period of total uninterrupted engagement is 5 years, covering the years ended 31 December 2020 to 2024.

No non-audit services have been provided to the Fund and we remain independent of the Fund in conducting our audit.

Our audit opinion is consistent with our reporting to the audit committee we are required to provide in accordance with ISAs (UK).

Use of our report

This report is made solely to the Fund’s members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991. Our audit work has been undertaken so that we might state to the Fund’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Fund and the Fund’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Philip Crosby

For & on behalf of

RSM Channel Islands (Audit) Limited

Chartered Accountants and Recognized Auditors

Jersey, C.I.

Date: 24 March 2025

Financial Statements

Statement of Financial Position of the Fund

As at 31 December 2024

	Notes	2024 GBP	2023 GBP
Current assets
Securities (at fair value through profit or loss)	3 & 22	169,952,944	146,643,502
Accrued dividend income		743,674	632,412
Prepayments		20,324	21,787
Cash and cash equivalents	4	1,345,531	4,433,118
		172,062,473	151,730,819
Current liabilities
Other payables and accruals	5	(434,929)	(388,493)
Interest payable		(48,282)	(71,270)
Loan payable	14	(28,884,872)	(21,831,966)
		(29,368,083)	(22,291,729)
Net assets		142,694,390	129,439,090
Equity attributable to equity holders
Stated capital	6	49,661,314	49,704,414
Retained earnings		93,033,076	79,734,676
Total Shareholders’ equity		142,694,390	129,439,090
Net asset value per redeemable participating preference share (pence)	7	134.05	121.55

The financial statements and notes on pages 60 to 80 were approved by the directors on 24 March 2025 and signed on behalf of the Board by:

Michael Phair Andrew Zychowski

Director Director

The accompanying notes on pages 64 to 80 form an integral part of these financial statements.

Statement of Comprehensive Income of the Fund

For the year ended 31 December 2024

	Notes	Revenue GBP	Capital GBP	2024 Total GBP	2023 Total GBP
Revenue
Dividend income	8	9,017,257	–	9,017,257	9,004,249
Interest income	8	85,246	–	85,246	91,389
Net movement in the fair value of securities (at fair value through profit or loss)	9	–	12,852,158	12,852,158	(6,799,595)
Net movement on foreign exchange		–	1,579,028	1,579,028	698,809
Total revenue		9,102,503	14,431,186	23,533,689	2,994,852
Expenditure
Investment management fees	2o	375,146	562,719	937,865	916,770
Custodian fees	2l	16,316	–	16,316	15,323
Corporate Broker’s fees	2m	67,175	–	67,175	65,483
Directors’ fees and expenses		146,631	–	146,631	154,809
Legal and professional fees		11,697	–	11,697	6,558
Audit fees		39,000	–	39,000	39,000
Tax fees		6,948	–	6,948	7,560
Registrar’s fees		49,496	–	49,496	44,779
Administration and secretarial fees	2k	133,981	–	133,981	130,967
General expenses		160,156	–	160,156	190,771
Investor relations fee	2u	173,211	–	173,211	170,748
Operating expenses		1,179,757	562,719	1,742,476	1,742,768
Net operating profit before finance costs		7,922,746	13,868,467	21,791,213	1,252,084
Finance costs	2r	(602,287)	(903,431)	(1,505,718)	(1,570,018)
Profit/(loss) before tax		7,320,459	12,965,036	20,285,495	(317,934)
Withholding tax expense	12	(1,343,801)	–	(1,343,801)	(1,341,655)
Net profit/(loss) after taxation		5,976,658	12,965,036	18,941,694	(1,659,589)
Profit/(loss) per redeemable participating preference share – basic and diluted (pence)	10	5.61	12.18	17.79	(1.56)

The total column of this statement represents the Fund’s Statement of Comprehensive Income, prepared in accordance with UK- adopted IFRS. There are no items of other comprehensive income, therefore net profit/(loss) after taxation is the total comprehensive income. The supplementary revenue and capital columns are both prepared in accordance with the Statement of Recommended Practice issued by the AIC as disclosed in note 2a. All items in the above statement derive from continuing operations. No operations were acquired or discontinued in the year.

There are £nil (2023: £nil) earnings attributable to the management shares.

The accompanying notes on pages 64 to 80 form an integral part of these financial statements.

Statement of Changes in Redeemable Participating Preference Shareholders’ Equity of the Fund

For the year ended 31 December 2024

	Notes	Stated Capital Account GBP	Retained Income GBP	Total GBP
At 1 January 2023		49,704,414	86,931,602	136,636,016
Loss for the year		–	(1,659,589)	(1,659,589)
Dividends	11	–	(5,537,337)	(5,537,337)
At 31 December 2023		49,704,414	79,734,676	129,439,090
Buyback of shares during year	6	(43,100)	–	(43,100)
Profit for the year		–	18,941,694	18,941,694
Dividends	11	–	(5,643,294)	(5,643,294)
At 31 December 2024		49,661,314	93,033,076	142,694,390

The accompanying notes on pages 64 to 80 form an integral part of these financial statements.

Statement of Cash Flows of the Fund

For the year ended 31 December 2024

		2024	2023
	Notes	GBP	GBP
Cash flows from operating activities
Net profit/(loss) after taxation		18,941,694	(1,659,589)
Adjustments for:
Net movement in the fair value of securities (at fair value through profit or loss)	9	(12,852,158)	6,799,595
Realised gains on foreign exchange	2p	(1,401,441)	(1,345,395)
Unrealised (gains)/losses on foreign exchange	2p	(177,587)	646,586
Payment for purchases of securities		(64,019,103)	(46,058,637)
Proceeds from sale of securities		53,561,820	55,587,931
Operating cash flows before movements in working capital		(5,946,775)	13,970,491
Increase in receivables		(109,799)	(24,452)
Increase/(decrease) in payables and accruals		23,448	(152,089)
Net generated (used in)/from operating activities		(6,033,126)	13,793,950
Cash flows generated used in financing activities
Repayments of borrowings		(352,730,557)	(236,205,147)
Buyback of shares	6	(43,100)	–
New bank loans raised		361,474,806	230,999,895
Dividends paid	11	(5,643,294)	(5,537,337)
Net cash generated from/(used in) financing activities		3,057,855	(10,742,589)
Net (decrease)/increase in cash and cash equivalents		(2,975,271)	3,051,361
Cash and cash equivalents at the beginning of the year		4,433,118	1,523,392
Effect of foreign exchange rate changes		(112,316)	(141,635)
Cash and cash equivalents at the end of the year		1,345,531	4,433,118
Cash and cash equivalents made up of:
Cash at bank	4	1,345,531	4,433,118

The accompanying notes on pages 64 to 80 form an integral part of these financial statements.

Notes to the Financial Statements of the Fund

For the year ended 31 December 2024

1. General Information

The Company is a closed-ended investment company incorporated in Jersey on 24 May 2006 and is regulated for Financial Services Business by the JFSC. The Company has one closed-ended cell, Middlefield Canadian Income – GBP PC, also referred to as the “Fund”. The Fund seeks to provide shareholders with a high level of dividends as well as capital growth over the longer term. The Fund intends to pay dividends on a quarterly basis each year. The Fund seeks to achieve its investment objective by investing predominantly in the securities of companies and REITs domiciled in Canada and the U.S. that the Investment Manager believes will provide an attractive level of distributions, together with the prospect for capital growth. In 2015, shareholders also approved an amendment to the Investment Policy to increase the percentage of the value of portfolio assets which may be invested in securities listed on recognised stock exchanges outside Canada to up to 40 per cent.

The address of the Company’s registered office is 28 Esplanade, St. Helier, Jersey JE2 3QA, Channel Islands.

The Fund’s shares have been admitted to the Official List of the FCA and to trading on the London Stock Exchange’s Main Market for listed securities.

The Company and Fund have no employees.

The functional and presentational currency of the Company and the Fund is Pounds Sterling (‘GBP’) as the Fund is trading on the London Stock Exchange’s Main Market.

2. Summary of Material Accounting Policy Information

a. Basis of preparation

The financial statements of the Fund have been prepared on the historical cost basis, except for the measurement at fair value of investments and derivatives, and in accordance with UK-adopted IFRS and interpretations issued by the IFRSIC. The preparation of the Financial Statements in conformity with IFRS requires the directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the Financial Statements and the reported amounts of revenues and expenses during the reporting year. Although these estimates are based on management’s best knowledge of current events and actions, actual results may ultimately differ from those estimates.

Where presentational guidance set out in the SORP Financial Statements of Investment Trust Companies and Venture Capital Trusts (July 2022) issued by the AIC is consistent with the requirements of IFRS, the directors have prepared the Financial Statements on a basis compliant with the recommendations of the SORP. The supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and a capital nature is presented in accordance with the SORP.

The financial statements are prepared in accordance with UK-adopted IFRS as required by the UK Listing and the Disclosure Guidance and Transparency Rules. Companies (Jersey) Law 1991 prescribes which generally accepted accounting principles are allowed to be adopted by Jersey market traded companies in the preparation of their annual financial statements.

Critical accounting estimates and judgements

The preparation of the Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the accounting policies.

The following are the critical judgements that the directors have made in the process of applying the accounting policies that have the most significant effect on the amounts recognised in the financial statements.

Expenses have been charged to the Statement of Comprehensive Income and shown in the revenue column. Management fees and finance costs have been allocated 60% to capital and 40% to revenue. This is in accordance with the Board’s expected long-term split of returns, in the form of capital gains and income respectively, from the investment portfolio.

There were no judgements made in relation to the fair value of the investments, as all investments are quoted.

Adoption of new standards and amendments

The following amendments to existing standards that are effective for the first time for the financial period beginning 1 January 2024 that have had an immaterial impact on the Company and the Fund:

Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)

The Company has adopted the amendments to IAS 1 for the first time in the current period. The amendments change the requirements in IAS 1 regarding disclosure of accounting policies. The amendments replace all instances of the term ‘significant accounting policies’ with ‘material accounting policy information’. Accounting policy information is material if, when considered together with other information included in an entity’s financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements.

The supporting paragraphs in IAS 1 are also amended to clarify that accounting policy information that relates to immaterial transactions, other events or conditions is immaterial and need not be disclosed. Accounting policy information may be material because of the nature of the related transactions, other events or conditions, even if the amounts are immaterial. However, not all accounting policy information relating to material transactions, other events or conditions is itself material.

The IASB has also developed guidance and examples to explain and demonstrate the application of the ‘four-step materiality process’ described in IFRS Practice Statement 2.

Amendments to IAS 1 Classification of Liabilities as Current or Non-current

The group has adopted the amendments to IAS 1, published in January 2020, for the first time in the current year.

The amendments affect only the presentation of liabilities as current or non-current in the statement of financial position and not the amount or timing of recognition of any asset, liability, income or expenses, or the information disclosed about those items.

The amendments clarify that the classification of liabilities as current or non-current is based on rights that are in existence at the end of the reporting period, specify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability, explain that rights are in existence if covenants are complied with at the end of the reporting period, and introduce a definition of ‘settlement’ to make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services.

Amendments to IAS 1 Presentation of Financial Statements Non-current Liabilities with Covenants

The group has adopted the amendments to IAS 1, published in November 2022, for the first time in the current year. The amendments specify that only covenants that an entity is required to comply with on or before the end of the reporting period affect the entity’s right to defer settlement of a liability for at least twelve months after the reporting date (and therefore must be considered in assessing the classification of the liability as current or non-current). Such covenants affect whether the right exists at the end of the reporting period, even if compliance with the covenant is assessed only after the reporting date (e.g. a covenant based on the entity’s financial position at the reporting date that is assessed for compliance only after the reporting date). The IASB also specifies that the right to defer settlement of a liability for at least twelve months after the reporting date is not affected if an entity only has to comply with a covenant after the reporting period. However, if the entity’s right to defer settlement of a liability is subject to the entity complying with covenants within twelve months after the reporting period, an entity discloses information that enables users of financial statements to understand the risk of the liabilities becoming repayable within twelve months after the reporting period. This would include information about the covenants (including the nature of the covenants and when the entity is required to comply with them), the carrying amount of related liabilities and facts and circumstances, if any, that indicate that the entity may have difficulties complying with the covenants.

The Company has adopted the amendments to IAS 8 for the first time in the current year. The amendments replace the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. The definition of a change in accounting estimates was deleted.

There are no other standards, interpretations or amendments to the existing standards that are not yet effective that would be expected to have a significant impact on the Company.

New standards and interpretations not yet effective and have not been adopted early by the Company

• Amendments to IAS 21, ‘The Effects of Changes in Foreign Exchange Rates: Lack of exchangeability’. (effective periods commencing on or after 1 January 2025 for IFRS).

• Amendments to IFRS 9 and IFRS 7 ‘Amendments to the Classification and Measurement of Financial Instruments’. (effective periods commencing on or after 1 January 2026 for IFRS).

• IFRS 18 ‘Presentation and Disclosure in Financial Statements’. (effective periods commencing on or after 1 January 2027 for IFRS).

There are no other standards, interpretations or amendments to existing standards that are not yet effective that would be expected to have a significant impact on the Company.

b. Financial instruments

Financial instruments carried on the Statement of Financial Position include securities, accrued dividend income, cash at bank, loan payable, other payables and accruals. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item.

Disclosures about financial instruments to which the Fund is a party are provided in Note 16.

c. Securities

Investments in listed securities have been classified as fair value through profit or loss securities and are those securities intended to be held for a short period of time but which may be sold in response to needs for liquidity or changes in interest rates. These are held at fair value through profit or loss, as they are managed and the performance evaluated on a fair value basis.

Fair value through profit or loss securities are initially recognised as at fair value, which is taken to be the cost. The securities are subsequently re-measured at fair value based on quoted bid prices on the stock exchange at the reporting date. Gains and losses arising from changes in the fair value of these securities are recognised in profit or loss as they arise.

All purchases and sales of investments and trading securities that require delivery within the time frame established by regulation or market convention (“regular way” purchases and sales) are recognised at the trade date, which is the date on which the Fund commits to purchase or sell the asset. In cases which are not within the time frame established by regulation or market convention, such transactions are recognised on the settlement date. Any change in fair value of the asset to be received is recognised between the trade date and the settlement date.

d. Receivables

Trade and other receivables are recognised when the Fund becomes a party to the contractual provisions of the receivables. They are measured, at initial recognition, at fair value plus transaction costs, if any. They are subsequently measured at amortised cost. The amortised cost is the amount recognised on the receivable initially, minus principal repayments, plus cumulative amortisation (interest) using the effective interest method (except for short term receivables where the recognition of interest would be immaterial) of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.

e. Cash and cash equivalents

Cash includes amounts held in interest bearing accounts. Cash and cash equivalents comprise bank balances and cash held by the Fund. The carrying value of these assets approximates their fair value.

f. Prepayments

Prepayments comprise amounts paid in advance including, but not limited to, payments for insurance, listing fees and AIC membership fees. Payments are expensed to the Statement of Comprehensive Income over the period for which the Fund is receiving the benefit of these expenditures.

g. Provisions

A provision is recognised when the Fund has a legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligations.

h. Share capital

Redeemable participating preference shares are only redeemable at the sole option of the directors, participate in the net income of the Fund during its life and are classified as equity in line with IAS 32 Financial Instruments: Presentation (see Note 6). Buyback shares are measured at cost and deducted from equity. Transaction costs relating to buyback shares do not form part of cost of the buyback shares.

i. Net asset value per redeemable participating preference share

The NAV per redeemable participating preference share is calculated by dividing the net assets attributable to redeemable participating preference shareholders included in the Statement of Financial Position by the number of redeemable participating preference shares in issue at the year end.

j. Issue costs

The expenditure directly attributable to the launch of the Fund’s shares and all other costs incurred on the launch and subsequent issues of the Fund’s shares are written off immediately against proceeds raised.

k. Administration and secretarial fees

Under the provisions of the Administration Agreement dated 18 August 2011 between the Fund and JTC Fund Solutions (Jersey) Limited as Administrator, the Administrator is entitled to a fee for administrative and secretarial services payable by the Fund quarterly in arrears at a rate of 0.10 per cent. per annum of the average NAV of the Fund calculated over the relevant quarterly period.

l. Custodian fees

The Custodian was appointed as Custodian of the Fund’s assets on 6 October 2011. The Fund pays the Custodian 0.01 per cent. per annum of the Fund’s NAV, accrued for at each valuation date.

m. Corporate Broker’s fees

The Fund pays the Corporate Broker quarterly in arrears at a rate of 0.05 per cent. per annum of the average NAV of the Fund calculated over the relevant period.

n. Going concern

In the opinion of the directors, the Company and the Fund have adequate resources to continue in operational existence for the foreseeable future being at least the next twelve months from the approval of these financial statements. For this reason, the Financial Statements have been prepared using the going concern basis.

The directors considered, inter alia, the following factors:

• ongoing shareholder interest in the continuation of the Fund;

• the Fund has sufficient liquidity in the form of cash assets to meet all on-going expenses;

• should the need arise, the directors have the option to reduce dividend payments in order to positively affect the Fund’s cash flows; and

• the Fund’s investments in Canadian and U.S. securities are readily realisable to meet liquidity requirements, if necessary.

The directors appreciate the severity of the current economic environment and continue to assess, in conjunction with the Investment Manager and the Investment Advisor, the situation and how it may impact the Company in the short and long term. The directors consider the Company to be well placed to withstand any significant adverse shocks and assume the going concern basis to be appropriate.

The requisition notice received by the Company on 10 February 2025 was for the approval by shareholders of the taking of all necessary steps to implement a scheme or process by which shareholders would become (or have the option to become) shareholders of a UK-listed open-ended investment company (or similar open-ended investment vehicle) implementing a substantially similar strategy to the Company. Such scheme or process could entail shareholders rolling into an existing or newly established UK-listed open-ended investment company (or similar open-ended investment vehicle), in either case managed by the Company’s existing investment manager or one of its affiliates.

Following consultation with a number of the Company’s largest shareholders including Saba, and following constructive discussions with Saba, on 21 February 2025 the Company announced that Saba had agreed to withdraw its requisition notice for a period of 60 days to enable the Company and its advisers to formulate proposals that are in the best interests of all shareholders.

At the current time, the Board is in the process of considering a number of strategic options in the best interests of shareholders as a whole. A further announcement regarding future proposals which the Company may put to shareholders will be made in due course. Although the Board is confident that the Company will have sufficient financial resources to meet its obligations due within twelve months from the date of approval of the financial statements, the uncertain future outcome of the Board’s deliberations indicates the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. Nevertheless, the Board believes that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.

o. Investment management fees

The Investment Manager is entitled to a management fee payable by the Fund quarterly in arrears at a rate of 0.70 per cent. per annum of the average NAV of the Fund calculated over the relevant quarterly period.

Investment management fees for the year ended 31 December 2024 total £937,865 (31 December 2023: £916,770). The fee is split between the Investment Manager and the Investment Advisor at a ratio of 0.60 per cent: 0.10 per cent of the 0.70 per cent fee.

Investment management fees have been split 60% to capital and 40% to revenue (see note 2a for further details regarding the allocation of the management fees).

p. Foreign currency translation

Monetary assets and liabilities denominated in foreign currencies are translated into Pound Sterling at exchange rates in effect at the reporting date. Realised and unrealised gains and losses on foreign currency transactions are charged or credited to the Statement of Comprehensive Income as foreign currency gains and losses. The cost of investments, and income and expenditure are translated into Pound Sterling based on exchange rates on the date of the transaction. Realised gains on foreign exchange currency transactions totalled £1,401,441 for the year (2023: gains of £1,309,333). Realised gains on forward exchange contracts totalled £ nil (2023: gains of £36,062). Unrealised gains on foreign currency translations totalled £177,587 (2023: losses of £646,586).

q. Revenue recognition

Dividend income arises from equity investments held and is recognised on the date investments are marked ‘ex-dividend’. Where the Company elects to receive dividends in the form of additional shares rather than cash, the equivalent to the cash dividend is recognised as income in revenue and any excess in value of the shares received over this is recognised in capital. Dividend income is shown gross of withholding tax. Interest income arises from cash and cash equivalents and quoted bonds and is recognised in the Statement of Comprehensive Income using the effective interest method.

Special dividends are reviewed on a case by case basis in determining whether the dividend is to be treated as revenue or capital. Amounts recognised as revenue will form part of the distributable revenue. Amounts recognised as capital are included in realised gains. The tax accounting treatment follows the treatment of the principal amount.

r. Loan payable and finance costs

Loan payable is initially measured at fair value and is subsequently measured at amortised cost using the effective interest rate method. The effective interest rate method is a method of calculating the amortised cost of a ﬁnancial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the ﬁnancial liability or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

s. Related parties

Related parties are individuals and companies who have the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions (see Note 13).

t. Business and geographical segments

The directors are of the opinion that the Fund is engaged in a single segment of business investing predominantly in securities and REITs domiciled in Canada and the U.S. to which the Fund is solely exposed and therefore no segmental reporting is provided.

u. Investor relations fee

The Investment Advisor and Investment Manager are paid an additional fee for investor relations services totalling as the lesser of 15 basis points of the market value of the Fund or £200,000 per annum, with the fee to be calculated daily based on the closing market value of the Fund and payable quarterly in arrears.

Investor relations fee for the year ended 31 December 2024 total £173,211 (31 December 2023: £170,748).

3. Securities (at fair value through profit and loss)

	2024	2023
	GBP	GBP
Quoted/listed Equities	169,952,944	146,643,502

Please refer to Note 22 for the Schedule of Investments.

4. Cash and cash equivalents

	2024	2023
	GBP	GBP
Cash at bank	1,345,531	4,433,118

Cash and cash equivalents comprise cash held by the Fund and bank balances with an original maturity of three months or less. The carrying value of these assets approximates their fair value.

5. Other payables and accruals

	2024	2023
	GBP	GBP
Investment management fees (Note 13)	254,113	220,372
Corporate Broker’s fees	18,151	15,741
Audit fees	39,000	39,000
Administration fees	36,302	31,481
General expenses	17,970	22,334
Registrar’s fees	10,286	9,466
Tax service fees	6,894	6,840
Custodian fees	3,560	3,148
Investor relations fee (Note 13)	48,653	40,111
	434,929	388,493

6. Stated capital

The authorised share capital of the Fund is split into two management shares of no par value and an unlimited number of redeemable participating preference shares of no par value, the latter of which are attributable solely to the Fund.

	No. of shares	GBP
Management shares issued
2 management shares of no par value issued at 100.00 pence each	2	2
At 31 December 2024 and 2023	2	2
Redeemable participating preference shares issued (excluding shares held in treasury)
At 31 December 2023	106,487,250	49,704,412
28 August 2024, 20,000 shares of no par value repurchased at £ 1.075 each	(20,000)	(21,500)
30 August 2024, 20,000 shares of no par value repurchased at £ 1.08 each	(20,000)	(21,600)
At 31 December 2024	106,447,250	49,661,312
Total		49,661,314

The holders of redeemable participating preference shares are entitled to receive in proportion to their holdings, all of the revenue profits of the Fund (including accumulated revenue reserves).

Each redeemable participating preference shareholder is entitled to one vote for each share held, provided all amounts payable in respect of that share have been paid.

Management shares are non-redeemable, have no right in respect of the accrued entitlement, and have no right to participate in the assets of the Fund on a winding-up. In all other respects, the management shares have the same rights and restrictions as redeemable participating preference shares. Each management share entitles the holder to one vote for each share held.

Redeemable participating preference shares are redeemed at the absolute discretion of the directors. Since redemption is at the discretion of the directors, in accordance with the provisions of IAS 32, the redeemable participating preference shares are classified as equity. The Fund will not give effect to redemption requests in respect of more than 25 per cent. of the shares then in issue, or such lesser percentage as the directors may decide.

At the year end, there were 18,235,000 (31 December 2023: 18,195,000) treasury shares in issue. Treasury shares have no value and no voting rights.

FCA regulation of ‘non-mainstream pooled investments’

On 1 January 2014, the FCA introduced rules relating to the restrictions on the retail distribution of unregulated collective investment schemes and close substitutes (non-mainstream pooled investments). UK investment trusts are excluded from these restrictions, as are other “excluded securities” as defined by the FCA.

As reported in last year’s annual report, the Board believes that the Company’s shares are “excluded securities” under the FCA’s definitions of such and, as a result, the FCA’s restrictions on retail distribution do not apply. This status is reviewed annually and the Board intends to conduct the Company’s affairs to retain such status for the foreseeable future.

Retained Earnings

This reserve records all net gains and losses and transactions with owners not recorded elsewhere. This reserve is available for distribution to the shareholders. Dividends paid to shareholders are recognised directly in this reserve.

7. Net asset value per redeemable participating preference share

The NAV per share of 134.05p (31 December 2023: 121.55p) is based on the net assets at the year end of £142,694,390 (31 December 2023: £129,439,090) and on 106,447,250 redeemable participating preference shares, being the number of redeemable participating preference shares in issue at the year end (31 December 2023: 106,487,250 shares).

8. Dividend and interest income

			2024
	Revenue	Capital	Total	2023
	GBP	GBP	GBP	GBP
Interest Income	85,246	–	85,246	91,389
Dividend income	9,017,257	–	9,017,257	9,004,249
	9,102,503	–	9,102,503	9,095,638

9. Net movement in the fair value of securities

			2024
	Revenue	Capital	Total	2023
	GBP	GBP	GBP	GBP
Gains on sale of securities	–	5,635,000	5,635,000	608,988
Gains/(losses) on the revaluation of securities at year end	–	7,217,158	7,217,158	(7,408,583)
Net movement in the fair value of securities (at fair value through profit or loss)	–	12,852,158	12,852,158	(6,799,595)

10. Profit/(loss) per redeemable participating preference share – basic and diluted

Basic profit/(loss) per redeemable participating preference share is calculated by dividing the net profit attributable to redeemable participating preference shares of £18,941,694 (31 December 2023: £1,659,589 loss) by the weighted average number of redeemable participating preference shares outstanding during the year of 106,473,698 shares (31 December 2023: 106,487,250 shares). The allocation between revenue and capital can be found on the Statement of Comprehensive Income of the Fund on page 61.

11. Dividends

Dividends of 1.325 pence per share were paid on a quarterly basis during the year in the months of January, April, July and October being 5.3 pence per share for the year and totalling £5,643,294 (31 December 2023: £5,537,337). On 31 January 2025 a dividend of £1,463,650 was paid of 1.375 pence per share. In accordance with the requirements of IFRS, as this was approved on 2 January 2025, being after the reporting date, no accrual was reflected in the 2024 Financial Statements for this amount of £1,463,650 (31 December 2023: £1,410,956).

Dividends payable in respect of the financial year, which is the basis on which the requirements of Section 1158/1159 of the Corporation Tax Act 2010 are considered (see note 12) comprise the dividends paid in April, July and October of the financial year together with the dividend paid in January following the financial year end. For 2024 these dividends amounted to 5.35 pence per share (for 2023: 5.225 pence per share)

12. Taxation

The Fund is subject to UK corporation tax at a rate of 25% (2023: 19% for three months and 25% for nine months of the year). The Company adopted UK tax residency on 11 October 2011. Since that date the Company has been managed in such a way as to be able to meet the conditions for approval as an investment trust under Section 1158 of the Corporation Tax Act 2010. As an investment trust, all capital gains are exempt from UK corporation tax. On 7 December 2012, the Company received approval from HM Revenue & Customs to be treated as an investment trust in accordance with Section 1158 of the Corporation Tax Act 2010 and will seek to remain so approved.

The Fund incurred £1,343,801 (2023: £1,341,655) of withholding tax on foreign dividends during the year and this expense has been included in the Statement of Comprehensive Income.

13. Related party transactions

The directors are regarded as related parties and key management personnel. Total directors’ fees earned during the year amounted to £126,000 of which £Nil was due at year end (2023: £125,215 of which £Nil was due at the year end). Each non-executive director, other than Mr. Orrico, earned a fee of £29,000 in respect of the financial year (2023: £29,000), the Chairman earned a fee of £36,000 (2023: £36,000) and the Chairman of the Audit Committee £32,000 (2023: £32,000). Mr Orrico waived any right to charge a fee in 2024 and 2023.

The directors held an interest in shares and received dividends during the year. Their interest in shares and the dividends received during the year are disclosed within the Directors’ Remuneration Report.

The Investment Advisor and Investment Manager are also regarded as a related party due to common ownership. Total management fees paid during the year amounted to £937,865 (2023: £916,770), of which £254,113 (2023: £220,372) was outstanding at 31 December 2024.

The Investment Advisor and Investment Manager are also paid an additional fee for investor relations services. The fee for the year ended 31 December 2024 amounted to £173,211 (31 December 2023: £170,748), of which £48,653 (2023: £40,111) was outstanding at 31 December 2024.

The fees for the above are all arm’s length transactions.

14. Loan payable

The Fund has a credit facility agreement with RBC whereby RBC provides a credit facility, with a maximum principal amount of the lesser of CAD 75,000,000 and 25 per cent. of the total asset value of the Fund. The credit facility was amended on 3 April, 2024 to replace Banker’s Acceptances with CORRA (Canadian Overnight Repo Rate Average administered and published by the Bank of Canada) loans.

At 31 December 2024, the amount drawn down under the credit facility was CAD 52,000,000 (GBP equivalent at amortised cost of £28,884,872) (31 December 2023: CAD 37,000,000 (GBP equivalent at amortised cost of £21,831,966)). The loan value of CAD 52,000,000 was made up of three loans as follows:

Issue date	Maturity date	Loan amount
12 December 2024	13 January 2025	CAD10,000,000
16 December 2024	15 January 2025	CAD10,000,000
18 December 2024	18 February 2025	CAD32,000,000

As at 31 December 2024, the interest paid on the Banker’s Acceptance and Term CORRA loans totalled £1,458,822 (year ended 31 December 2023 [Banker’s Acceptance only]: £1,388,175) with £48,282 accrued at year end.

Interest on Prime Loans is Prime Rate minus 0.35 per cent. In the case of Term CORRA loans, the Term CORRA rate plus 0.60 per cent. per annum is payable.

15. Security agreement

In connection with entry into the credit facility agreement, the Fund has entered into a general security agreement with RBC, pursuant to which the Fund has granted RBC interests in respect of collateral, being all present and future personal property, including the securities portfolio, as security for the Fund’s obligations under the credit facility agreement.

16. Financial instruments

Fair values

The carrying amounts of the investments, accrued income, other receivables, cash and cash equivalents, loan payable and other payables approximate their fair values.

Management of capital

The Investment Manager manages the capital of the Fund in accordance with the Fund’s Investment Objectives and Policy.

The capital structure of the Fund consists of proceeds from the issue of preference shares, loans and reserve accounts. The Investment Manager manages and adjusts its capital in response to general economic conditions, the risk characteristics of the underlying assets and working capital requirements. Generally speaking, the Fund will reduce leverage when investments are likely to decrease in value and will increase leverage when investment appreciation is anticipated. In order to maintain or adjust its capital structure, the Fund may borrow or repay debt under its Credit Facility or undertake other activities deemed appropriate under the specific circumstances. The Fund and the Company do not have any externally imposed capital requirements. However, the Fund is subject to bank covenants in respect of leverage and complied with those covenants for the whole of both 2024 and 2023.

Investment and trading activities

It is intended that the Fund will continue throughout its life to be primarily invested in a Canadian and U.S. equities portfolio. In 2015, the percentage of the value of portfolio assets which may be invested in securities listed on a recognised stock exchange outside Canada was increased to up to 40 per cent. At year end, 4.36% of the portfolio was invested in securities outside of Canada.

The Fund’s investing activities expose it to various types of risk that are associated with the financial instruments and markets in which it invests. The most important types of financial risk to which the Fund is exposed are market price risk, interest rate risk and currency risk.

Credit risk

Credit risk is the risk that an issuer or counterparty may be unable or unwilling to meet a commitment that it has entered into with the Fund.

The Fund’s principal financial assets are bank balances and cash, other receivables and investments as set out in the Statement of Financial Position which represents the Fund’s maximum exposure to credit risk in relation to the financial assets. The credit risk on bank balances is limited because the counterparties are banks with high credit ratings of A, A- and BBB+ assigned by Standard and Poor’s rating agency. All transactions in listed securities are settled upon delivery using approved brokers.

The risk of default is considered minimal as delivery of securities sold is only made once the broker has received payment. Payment is made on a purchase once the securities have been received by the broker. The trade will fail if either party fails to meet its obligations. Where the Investment Manager makes an investment in debt or corporate securities, the credit rating of the issuer is taken into account to manage the Company’s exposure to risk of default. Investments in debt or corporate securities are across a variety of sectors and geographical markets, to avoid concentration of credit risk.

The Fund’s maximum exposure to credit risk is the carrying value of the assets on the Statement of Financial Position.

Market price risk

Market price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting similar financial instruments traded in the market. The Fund’s exposure to market price risk is comprised mainly of movements in the value of the Fund’s investments.

It is the business of the Investment Manager to manage the portfolio and borrowings to achieve the best returns. The directors manage the risk inherent in the portfolio by monitoring, on a formal basis, the Investment Manager’s compliance with the Company’s stated Investment Policy and reviewing investment performance.

Country risk

On 17 January 2012, the FRC released “Responding to the increased country and currency risk in financial reports”. This update from the FRC included guidance on responding to the increased country and currency risk as a result of funding pressures on certain European countries, the curtailment of capital spending programs (austerity measures) and regime changes in the Middle East.

The Fund invests primarily in Canadian and U.S. securities. The Investment Manager monitors the Company’s exposure to foreign currencies on a daily basis. The Board has reviewed the disclosures and believes that no additional disclosures are required because the Canadian and U.S. economies are stable.

Fair value measurements

IFRS 13 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under IFRS 13 are as follows:

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; or

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); or

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The level in the fair value hierarchy within which the fair value measurement is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability.

The determination of what constitutes ‘observable’ requires significant judgment by the Directors. The Directors consider observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

The following tables present the Fund’s financial instruments by level within the valuation hierarchy as of 31 December 2024 and 31 December 2023:

	Level 1	Level 2	Level 3	Total
31 December 2024	GBP	GBP	GBP	GBP
Financial assets
Securities (at fair value through profit or loss)	169,952,944	–	–	169,952,944

	Level 1	Level 2	Level 3	Total
31 December 2023	GBP	GBP	GBP	GBP
Financial assets
Securities (at fair value through profit or loss)	146,643,502	–	–	146,643,502

The Fund holds securities that are traded in active markets. Such financial instruments are classified as Level 1 of the IFRS 13 fair value hierarchy. There were no transfers between Level 1, 2 and 3 in the year.

Market Price sensitivity

At 31 December 2024, if the market prices of the securities had been 30% higher with all other variables held constant, the increase in net assets attributable to holders of redeemable participating preference shares for the year would have been £50,985,883 (2023: £43,993,051) higher, arising due to the increase in the fair value of financial assets at fair value through profit or loss.

At 31 December 2024, if the market prices of the securities had been 30% lower with all other variables held constant, the decrease in net assets attributable to holders of redeemable shares for the year would have been equal, but opposite, to the figures stated above.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.

The Fund’s interest rate sensitive assets and liabilities mainly comprise cash and cash equivalents, debt securities and loan payable. The cash and cash equivalents are subject to floating rates and are considered to be part of the investment strategy of the Fund. No other hedging is undertaken in respect of this interest rate risk.

There were no fixed rate assets or liabilities at 31 December 2024 and 31 December 2023.

The following table details the Fund’s exposure to interest rate risk at 31 December 2024 and 31 December 2023:

	Floating rate assets
	Weighted		Weighted
	average interest	2024	average interest	2023
	at year end	GBP	at year end	GBP
Assets
Floating rate assets
Cash and cash equivalents	*	1,345,531	*	4,433,118
		1,345,531		4,433,118

* Interest on bank balances is not material to the financial statements and are based on prevailing bank base rates.

	Floating rate liabilities
	2024	2023
	GBP	GBP
Liabilities
Floating rate liabilities
Loan payable (See Note 14)	28,884,872	21,831,966
	28,884,872	27,831,966

The above analysis excludes short-term debtors and creditors as all material amounts are non-interest bearing.

Interest rate sensitivity analysis

At 31 December 2024, had interest rates been 50 basis points higher and all other variables were held constant, the Company’s net assets attributable to redeemable participating preference shares for the year would have decreased by £137,697 (31 December 2023: £86,994) due to an increase in interest payable on the loan and to a lesser extent an increase in interest earnings on cash and cash equivalents.

Liquidity risk

Liquidity risk is the risk that the Fund cannot meet its liabilities as they fall due. The Fund’s primary source of liquidity consists of cash and cash equivalents, securities at fair value through profit or loss and the credit facility.

The Fund’s investments are considered to be readily realisable, predominantly issued by Canadian and U.S. companies and REITs listed on a Canadian Stock Exchange and actively traded.

As at 31 December 2024, the Fund’s ability to manage liquidity risk was as follows:

	Less than		3 months to	More than
	1 month	1-3 months	1 year	1 year	Total
	GBP	GBP	GBP	GBP	GBP
Assets
Securities (at fair value through profit or loss)	169,952,944	–	–	–	169,952,944
Accrued dividend income	719,453	24,221	–	–	743,674
Cash and cash equivalents	1,345,531	–	–	–	1,345,531
	172,017,928	24,221	–	–	172,042,149
Liabilities
Other payables and accruals	(434,929)	–	–	–	(434,929)
Interest payable	(21,788)	(26,494)	–	–	(48,282)
Loan payable	(11,109,566)	(17,775,306)	–	–	(28,884,872)
	(11,566,283)	(17,801,800)	–	–	(29,368,083)
	160,451,645	(17,777,579)	–	–	142,674,066

As at 31 December 2023, the Fund’s ability to manage liquidity risk was as follows:

	Less than		3 months to	More than
	1 month	1-3 months	1 year	1 year	Total
	GBP	GBP	GBP	GBP	GBP
Assets
Securities (at fair value through profit or loss)	146,643,502	–	–	–	146,643,502
Other receivables	557,895	74,517	–	–	632,412
Cash and cash equivalents	4,433,118	–	–	–	4,433,118
	151,634,515	74,517	–	–	151,709,032
Liabilities
Other payables and accruals	(388,493)	–	–	–	(388,493)
Interest payable	(71,270)	–	–	–	(71,270)
Loan payable	(21,831,966)	–	–	–	(21,831,966)
	(22,291,729)	–	–	–	(22,291,729)
	129,342,786	74,517	–	–	129,417,303

Currency risk

The Fund is denominated in GBP, whereas the Fund’s principal investments are denominated in CAD and USD. Consequently, the Fund is exposed to currency risk. The Fund’s policy is therefore to actively monitor exposure to currency risk. The Board reserves the right to employ currency hedging but, other than in exceptional circumstances, does not intend to hedge. The Board considers that exposure was significant at the year end. The fund does not employ any derivative contracts to hedge against exposure to currency risk in line with the decision of the board of directors.

The Fund’s net exposure to CAD currency at the year end was as follows:

	2024	2023
	GBP	GBP
Assets
Securities (at fair value through profit or loss)	169,952,944	146,643,502
Cash and cash equivalents	757,724	4,193,885
Accrued income	743,674	632,412
	171,454,342	151,469,799

	2024	2023
	GBP	GBP
Liabilities
Loan payable	28,884,872	21,831,966
Interest payable	48,282	71,270
General expenses	–	–
	28,933,154	21,903,236

The Fund’s net exposure to USD currency at the year end was as follows:

	2024	2023
	GBP	GBP
Assets
Securities (at fair value through profit or loss)	–	–
Cash and cash equivalents	101,771	82,692
	101,771	82,692

Sensitivity analysis

At 31 December 2024, had GBP strengthened against the CAD by 5%, with all other variables held constant, the decrease in net assets attributable to shareholders would amount to approximately £7,126,059 (31 December 2023: £6,478,328). Had GBP weakened against the CAD by 5%, this would amount to an increase in net assets attributable to shareholders of approximately £7,126,059 (31 December 2023: £6,478,328).

At 31 December 2024, had GBP strengthened against the USD by 5%, with all other variables held constant, the decrease in net assets attributable to shareholders would amount to approximately £5,088 (31 December 2023: £4,135). Had GBP weakened against the USD by 5%, this would amount to an increase in net assets attributable to shareholders of approximately £5,088 (31 December 2023: £4,135).

17. Cash Flow statement reconciliation of financing activities

			Non-cash changes
				Foreign
	1 January			exchange	Fair value	31 December
	2024	Cash flows	Acquisition	movements	changes	2024
	GBP	GBP	GBP	GBP	GBP	GBP
Financial liabilities held at amortized cost	21,831,966	8,744,249	–	(1,691,343)	–	28,884,872
Total	21,831,966	8,744,249	–	(1,691,343)	–	28,884,872

			Non-cash changes
				Foreign
	1 January			exchange	Fair value	31 December
	2023	Cash flows	Acquisition	movements	changes	2023
	GBP	GBP	GBP	GBP	GBP	GBP
Financial liabilities held at amortized cost	27,877,663	(5,205,252)	–	(840,445)	–	21,831,966
Total	27,877,663	(5,205,252)	–	(840,444)	–	21,831,966

18. Post year end events

On 2 January 2025, the Company declared a quarterly dividend of 1.375 pence per share. The ex-dividend date was 9 January 2025 and the record date was 10 January 2025. On 31 January 2025, the dividend of £1,463,650 was paid.

No redeemable preference shares were purchased by the Company subsequent to year end.

The loan of CAD 10,000,000 maturing on 13 January 2025, was renewed with a current maturity date of 14 April 2025.

The loan of CAD 10,000,000 maturing on 15 January 2025, was renewed with a current maturity date of 14 April 2025.

The loan of CAD 32,000,000 maturing on 18 February 2025, was renewed with a maturity date of 18 March 2025. On 18 March 2025, CAD 2,000,000 was paid down, and CAD 30,000,000 was renewed with a maturity date of 17 April 2025.

These loans are expected to be renewed for another 30-60 days upon their respective maturities.

Since the Company’s year end, on 10 February 2025 the Company, together with three other UK-listed closed-end funds, received a requisition notice from Saba, marking the second phase of Saba’s recent activist campaign in the UK-listed closed-end fund sector. The first phase commenced on 18 December 2024 with Saba requisitioning general meetings at seven UK-listed closed-end funds, proposing resolutions (each of which later failed) to remove the current independent directors of those seven funds and replace them with Saba’s own appointees, with a view to also terminating the management contracts and, in due course, replacing the investment managers with Saba. The requisition notice received by the Fund on 10 February 2025 was for the approval by shareholders of the taking of all necessary steps to implement a scheme or process by which shareholders would become (or have the option to become) shareholders of a UK-listed open-ended investment company (or similar open-ended investment vehicle) implementing a substantially similar strategy to the Company. Such scheme or process could entail shareholders rolling into an existing or newly established UK-listed open-ended investment company (or similar open-ended investment vehicle), in either case managed by the Company’s existing investment manager or one of its affiliates. Following consultation with a number of the Company’s largest shareholders including Saba, and following constructive discussions with Saba, on 21 February 2025 the Company announced that Saba had agreed to withdraw its requisition notice for a period of 60 days to enable the Company and its advisers to formulate proposals that are in the best interests of all shareholders. At the current time, the Board is in the process of considering a number of strategic options in the best interests of shareholders as a whole. A further announcement regarding future proposals which the Fund may put to shareholders will be made in due course.

19. Controlling party

In the directors’ opinion there is no ultimate controlling party.

20. Contingent Liabilities

At 31 December 2024 there were no contingent liabilities, guarantees or financial commitments (2023: £nil)

21. Going Concern and Material Uncertainty

22. Schedule of Investments – Securities (at fair value through profit or loss)

As at 31 December 2024

			Bid-Market
		Book Cost	Value	% of	% of
Description	Shares/Units	GBP	GBP	Net Assets	Portfolio
Equities
Bermuda – Quoted Investments 4.36%
(2023: 0%)
Utilities:
Brookfield Infrastructure
Partners L.P.	180,000	4,337,056	4,523,371	3.17%	2.66%
Brookfield Renewable Partners L.P.	160,000	3,079,282	2,890,265	2.03%	1.70%
		7,416,338	7,413,636	5.20%	4.36%
Canada – Quoted Investments 95.64%
(2023: 100%)
Materials:
Nutrien Ltd.	135,000	5,334,935	4,814,331	3.37%	2.83%
Energy:
ARC Resources Ltd.	160,000	2,043,557	2,311,679	1.62%	1.36%
Canadian Natural Resources Ltd.	265,000	3,505,545	6,521,038	4.57%	3.84%
Cenovus Energy Inc.	140,000	1,724,436	1,694,542	1.19%	1.00%
Paramount Resources Ltd.	160,000	2,419,480	2,812,942	1.97%	1.66%
Parkland Corporation	120,000	2,301,990	2,164,366	1.52%	1.27%
Peyto Exploration & Development Corp.	365,000	2,684,145	3,467,018	2.43%	2.04%
Suncor Energy Inc.	100,000	2,432,647	2,844,049	1.99%	1.67%
Topaz Energy Corp.	315,000	2,923,886	4,852,075	3.40%	2.85%
Tourmaline Oil Corp.	220,000	8,765,732	8,103,429	5.68%	4.77%
Whitecap Resources Inc.	575,000	3,149,422	3,251,492	2.28%	1.91%
		31,950,840	38,022,630	26.65%	22.37%
Financials:
AGF Management Limited Class B	975,000	4,654,905	5,762,532	4.04%	3.39%
Bank of Montreal	85,000	5,280,172	6,576,197	4.61%	3.87%
Canadian Imperial Bank of Commerce	115,000	3,533,767	5,794,555	4.06%	3.41%
Manulife Financial Corporation	235,000	3,183,396	5,759,310	4.04%	3.39%
National Bank of Canada	45,000	2,113,561	3,269,295	2.29%	1.92%
Power Corporation of Canada	155,000	3,483,393	3,852,936	2.70%	2.27%
Royal Bank of Canada	65,000	4,915,407	6,256,102	4.38%	3.68%
The Bank of Nova Scotia	105,000	4,189,715	4,499,791	3.15%	2.65%
The Toronto-Dominion Bank	108,000	4,803,184	4,591,162	3.22%	2.70%
		36,157,500	46,361,880	32.49%	27.28%
Pipelines:
Enbridge Inc.	235,000	6,421,061	7,956,255	5.58%	4.68%
Gibson Energy Inc.	385,000	5,489,785	5,220,302	3.66%	3.07%
Keyera Corp.	150,000	1,980,830	3,648,659	2.56%	2.15%
Pembina Pipeline Corporation	180,000	3,827,050	5,310,262	3.72%	3.12%
South Bow Corporation	35,000	516,704	658,492	0.46%	0.39%
TC Energy Corporation	160,000	4,921,769	5,941,396	4.16%	3.50%
		23,157,199	28,735,366	20.14%	16.91%
Power and Utilities:
Alta gas Ltd.	200,000	2,877,589	3,711,706	2.60%	2.18%
Capital Power Corporation	140,000	2,463,033	4,943,646	3.46%	2.91%
		5,340,622	8,655,352	6.06%	5.09%
Real Estate:
Allied Properties Real Estate Investment Trust	165,000	1,741,388	1,567,282	1.10%	0.92%
Chartwell Retirement Residences	525,000	3,300,753	4,388,973	3.08%	2.58%
Choice Properties Real Estate Investment Trust	510,000	3,933,239	3,767,809	2.64%	2.22%
Dream Industrial Real Estate Investment Trust	480,000	3,416,733	3,143,563	2.20%	1.85%
First Capital Real Estate Investment Trust	400,000	4,133,660	3,755,033	2.63%	2.21%
Granite Real Estate Investment Trust	50,000	1,901,782	1,915,011	1.34%	1.13%
Nexus Industrial Real Estate Investment Trust	510,000	2,422,787	2,175,697	1.52%	1.28%
RioCan Real Estate Investment Trust	390,000	3,566,552	3,947,118	2.77%	2.32%
Sienna Senior Living Inc.	360,000	3,065,893	3,119,566	2.19%	1.84%
SmartCentres Real Estate Investment Trust	275,000	3,609,356	3,730,315	2.61%	2.19%
		31,092,143	31,510,367	22.08%	18.54%
Telecommunications:
BCE Inc.	240,000	8,116,899	4,439,382	3.11%	2.62%
Total Equities		148,566,476	169,952,944	119.10%	100.00%
Total investments (2024)		148,566,473	169,952,944	119.10%	100.00%
Total investments (2023)		132,440,939	146,643,502	113.28%	100.00%

Independent Auditors’ Report

To the Shareholders of Middlefield Canadian Income PCC (The “Company”)

Opinion

We have audited the financial statements of Middlefield Canadian Income PCC (the “Company”), which comprise the Statement of Financial Position as at 31 December 2024, and notes 1 to 4 to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted International Financial Reporting Standards (‘IFRS’).

In our opinion the financial statements:

give a true and fair view of the state of affairs of the Company as at 31 December 2024 and of its results for the year then ended;

have been properly prepared in accordance with UK-adopted IFRS; and

have been prepared in accordance with the Companies (Jersey) Law 1991.

Separate opinion in relation to IFRS as adopted by the European Union

As explained in note 1, in addition to complying with the Listing Rules obligation to apply UK-adopted IFRS, the Fund has also applied IFRS as adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (‘ISAs (UK)’) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of this report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Jersey, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty relating to going concern

We draw attention to note 2n to the financial statements of the Fund which indicates that the Company’s ability to continue as a going concern is dependent on the outcome of the directors review of a number of strategic options for the future of the Fund and Company as described in note 2n. As stated in note 2n these events presented by the directors indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not qualified in respect of this matter.

In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our evaluation of the directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting, included:

Considering the appropriateness of the directors’ conclusion in relation to the matters described in 2n and discussing this with the board;

Review of the directors’ statement in note 2n and their identification of any material uncertainties to the Company’s ability to continue over a period of at least twelve months from the date of approval of the financial statements;

Consideration as part of our risk assessment of the nature of the Company, its business model and related risks including where relevant the requirements of the applicable financial reporting framework and the system of internal control; and

Evaluation of the directors’ assessment of the Company’s ability to continue as a going concern, including challenging the underlying data and key assumptions used to make the assessment, and evaluation of the directors’ plans for future actions in relation to their going concern assessment.

Other than the above, based on the work we have performed, we have not identified any material uncertainties, other than as disclosed in note 2n to the financial statements of the Fund, relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from the date of approval of the financial statements.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusions thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements of this other information, we are required to report that fact.

Independent Auditors’ Report continued

Other information (continued)

We have nothing to report in this regard.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion;

adequate accounting records have not been kept; or

the financial statements are not in agreement with the accounting records and returns; or

proper returns adequate for our audit have not been received from branches not visited by us; or

we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors’ Responsibilities set out on page 40, the directors are responsible for the preparation of the financial statements in accordance with UK-adopted IFRS and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Independent Auditors’ Report continued

To the Shareholders of Middlefield Canadian Income PCC (The “Company”)

The extent to which the audit was considered capable of detecting irregularities, including fraud

However, it is the primary responsibility of the directors to ensure that the entity’s operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

We obtained an understanding of the legal and regulatory frameworks that the entity operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. This included compliance with Companies (Jersey) Law 1991.

Our testing included:

enquiries of the directors regarding known or suspect instances of non-compliance with laws and regulations;

enquiries of the directors regarding known or suspect instances of irregularities, including fraud;

undertaking analytical procedures to identify unusual or unexpected relationships;

review of minutes of meetings throughout the year;

testing the appropriateness of journal entries and other adjustments; and

agreement of the financial statement disclosures to underlying supporting documentation.

Use of our report

This report is made solely to the Company’s shareholders as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991. Our audit work has been undertaken so that we might state to the Company’s shareholders those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

Philip Crosby

For & on behalf of

RSM Channel Islands (Audit) Limited

Chartered Accountants and Recognised Auditors

Jersey, C.I.

Date 24 March 2025

Statement of Financial Position of the Company

As at 31 December 2024

		2024	2023
	Notes	GBP	GBP
Current assets
Other receivables		2	2
Net assets		2	2
Equity attributable to equity holders
Stated capital	2	2	2
Total Shareholders’ equity		2	2

The financial statements and notes on pages 84 to 85 were approved by the directors on 24 March 2025 and signed on behalf of the Board by:

Michael Phair Andrew Zychowski

Director Director

Notes to the Financial Statements of the Company

For the year ended 31 December 2024

1. Basis of accounting

The separate financial statements of the Company have been prepared showing results of the Company only. They have been prepared in accordance with UK-adopted IFRS in accordance with the accounting policies set out in Note 2 to the financial statements of the Fund.

A separate Statement of Comprehensive Income, Statement of Changes in Equity and Cash Flow Statement have not been prepared as there have been no results or cash flows for the Company for this year or the preceding year.

There are no standards and interpretations in issue but not effective that the directors believe would or might have a material impact on the financial statements of the Company.

Judgements and estimates used by the directors

The preparation of financial statements in compliance with IFRS requires the directors to make judgements, estimates and assumptions that affect the application of policies and reported amount of assets and liabilities, income and expenses. The estimates and associated liabilities are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent. For the purposes of these financial statements, there were no specific areas in which judgement was exercised and no estimation was required by the directors.

2. The Company’s stated capital

The authorised share capital of the Company is split into two management shares of no par value.

	No. of shares	GBP
Management shares issued
At 31 December 2024 and 2023	2	2

3. Taxation

The Company adopted UK tax residency on 11 October 2011. Since that date, the Company has been managed in such a way as to be able to meet the conditions for approval as an investment trust under Section 1158 of the Corporation Tax Act 2010. Accordingly, no UK tax has been provided for. On 7 December 2012, the Company received approval from HM Revenue & Customs to be treated as an investment trust in accordance with Section 1158 of the Corporation Tax Act 2010 and will seek to remain so approved.

4. Ultimate holding company

The ultimate holding company is Middlefield Limited.

Definitions

AGM Annual General Meeting

AIC The Association of Investment Companies

AIC Code The AIC Code of Corporate Governance published in February, 2019

AIF Alternative investment fund

AIFM Alternative investment fund manager

AIFMD Alternative Investment Fund Managers Directive

Annual Financial Report Annual report and financial statements

Auditor RSM Channel Islands (Audit) Limited

Benchmark The S&P TSX Composite High Dividend Index

CAD Canadian Dollar

Cell or Fund Middlefield Canadian Income – GBP PC

Cell AGM An annual general meeting of the holders of Fund Shares

Company or MCT Middlefield Canadian Income PCC

CORRA Canadian Overnight Repo Rate Average administered and published by the Bank of Canada

Credit Facility The on-demand credit facility with RBC

ESG Environmental, Social and Governance

EU European Union

FCA Financial Conduct Authority

FRC Financial Reporting Council

Fund Shares The redeemable participating preference shares of no par value in the Fund

GBP Great British Pounds or Sterling

IFRSIC International Financial Reporting Standards Interpretations Committee

IFRS International Financial Reporting Standards

JFSC Jersey Financial Services Commission

Listing Rules The listing rules made by the FCA under Part VI of the Financial Services and Market Authority

NAV Net Asset Value of the Company in GBP

Prime Loan Loans to which the Prime Rate can be applied

Prime Rate Annual interest rate set by Canada’s major banks and financial institutions

RBC Royal Bank of Canada

REIT Real estate investment trust

SID Senior Independent Director

SORP Statement of recommended practice

Term CORRA loan The amount drawn under the Credit Facility

UK Code The 2019 UK Corporate Governance Code published by the FRC in July 2018

USMCA Free trade agreement between the United States, Mexico and Canada

2 LR.11.2.6: No more than 10% of the Company’s total assets may be invested in other listed closed-ended investment companies unless such investment companies themselves have published investment policies to invest no more than 15% of their total assets in other closed-ended investment companies, in which case the limit is 15%.

Alternative Performance Measures

An APM is a measure of performance or financial position that is not defined in applicable accounting standards and cannot be directly derived from the financial statements. The Company’s APMs are set out below and are cross-referenced where relevant to the financial inputs used to derive them as contained in other sections of the Annual Report.

Benchmark

The Company’s Benchmark index, used for performance comparative purposes, is the S&P/TSX Composite High Dividend Index. Prior to 31 October 2024, the Benchmark was calculated gross of withholding tax. Beginning 31 October 2024, the Benchmark is calculated net of a 15% withholding tax in sterling terms with dividends reinvested.

Discount or Premium

Investment trust shares can frequently trade at a discount to NAV. This occurs when the share price (based on the mid-market share price) is less than the NAV and investors may therefore buy shares at less than the value attributable to them by reference to the underlying assets. The discount is the difference between the share price and the NAV, expressed as a percentage of the NAV.

Net Asset Value (NAV) per Redeemable Participating Preference Share

This is the value of the Company’s assets attributable to one redeemable participating preference share. It is calculated by dividing ‘equity shareholders’ funds’ by the total number of redeemable participating preference shares in issue (excluding treasury shares).

Gearing/(Net Cash)

Investment companies can borrow to purchase additional investments. This is called ‘gearing’. It allows investment companies to take advantage of a long-term view on a sector or to take advantage of a favourable situation or a particularly attractive stock without having to sell existing investments. Gearing works by magnifying a company’s performance. If a company ‘gears up’ and then markets rise and returns on the investments outstrip the costs of borrowing, the overall returns to investors will be even greater. But if markets fall and the performance of the assets in the portfolio is poor, then losses suffered by the investor will also be magnified. The Company may achieve gearing through borrowings or the effect of gearing through an appropriate balance of equity capital and borrowings.

Ongoing Charges

Ongoing charges are those expenses of a type which are likely to recur in the foreseeable future, whether charged to capital or revenue, and which relate to the operation of the investment company as a collective fund. Ongoing charges are based on costs incurred in the year as being the best estimate of future costs and include the annual management charge.

Yield

The yield is the amount of cash (in percentage terms) that is returned to the owners of the security, in the form of interest or dividends received from it. Normally, it does not include price variations, distinguishing it from performance (with dividends reinvested).

LONDON, ENGLAND

Middlefield International Limited

288 Bishopsgate

London, England

EC2M 4QP

Telephone +44 (0) 20 7814 6644

Fax +44 (0) 20 7814 66 11

TORONTO, CANADA

Middlefield Group

Suite 3100

8 Spadina Ave

Toronto, Ontario

Canada M5V 0S8

Telephone 001 (416) 362-0714

www.middlefield.co.uk

MIL-OSI USA: Cortez Masto, Wyden, Padilla Statement on Reports the IRS Plans to Share Sensitive Taxpayer Data to DHS

US Senate News:

Source: United States Senator for Nevada Cortez Masto

Washington, D.C. – Today, U.S. Senators Catherine Cortez Masto (D-Nev.), Ron Wyden (D-Ore.), and Alex Padilla (D-Calif.) released the following statement in response to reports the Internal Revenue Service (IRS) is planning to provide sensitive taxpayer information to the Department of Homeland Security (DHS) to locate suspected undocumented immigrants.

This statement comes after their letter to IRS Acting Commissioner Melanie Krause, IRS Acting Chief Counsel Andrew De Mello, and DHS Secretary Kristi Noem demanding answers on reports that DHS and the “Department of Government Efficiency” have illegally requested sensitive taxpayer information from the IRS. So far, the Trump Administration has not responded to their demand for answers about their plans to require the IRS to turn over home addresses, phone numbers, and email addresses of over 700,000 people.

“This weekend, it became clear that the Trump Administration is finalizing plans totarget and penalize people who are following federal law and contributing to our economy. This agreement between the IRS and DHS – if finalized – will have long-lasting and devastating implications on our economy, taxpayer privacy, immigrant communities, and the rule of law.

“It’s past time for the Trump Administration to make their plans public. The IRS and DHS must disclose the extent of this agreement and brief Congress immediately.”

MIL OSI USA News –

March 25, 2025
MIL-OSI Security: Albany Man Pleads Guilty to Pandemic Fraud, Identity Theft, and Falsely Endorsing Stolen Treasury Checks

Source: Office of United States Attorneys

ALBANY, NEW YORK –Collins Bozil, age 26, of Albany, pled guilty today to wire fraud, aggravated identity theft, and forging endorsements on Treasury checks, for fraudulently obtaining pandemic-related unemployment insurance benefits and purchasing stolen tax refund checks issued by the United States Treasury.

United States Attorney John A. Sarcone III; Jonathan Mellone, Special Agent in Charge, Northeast Region, United States Department of Labor, Office of Inspector General (USDOL-OIG); Jeffrey Burr, Special Agent in Charge of the Buffalo Field Office of the United States Secret Service (USSS); and Michael Carpenter, Special Agent in Charge, Northeast Field Division, Department of the Treasury, Treasury Inspector General for Tax Administration (TIGTA), made the announcement.

Bozil admitted that from about April 2020 through April 2021, he fraudulently obtained over $143,000 in unemployment insurance benefits. Bozil admitted that he used cryptocurrency to purchase the personal identifying information (PII) of five people. Bozil used the stolen PII to file for unemployment insurance benefits with the New York State Department of Labor.

Bozil also admitted to purchasing five stolen tax refund checks worth more than $9,000, which he falsely endorsed before depositing into bank accounts he owned and controlled.

Bozil agreed to pay $143,178 to the State of New York, $3,225 to the United States Department of Treasury, and $6,075 to the victims whose identity he stole.

Bozil faces at least 2 years and up to 20 years in prison, a fine of up to $250,000, and a term of supervised release of up to 3 years. A defendant’s sentence is imposed by a judge based on the particular statute the defendant is charged with violating, the U.S. Sentencing Guidelines, and other factors.

The case was investigated by USDOL-OIG, USSS, and TIGTA. Assistant U.S. Attorneys Matthew M. Paulbeck and Joseph S. Hartunian are prosecuting the case.

MIL Security OSI –

March 25, 2025
MIL-OSI USA: Markey Joins Peters, Senate Committee Ranking Members in Demanding Immediate Review by Agency Inspectors General of Trump Administration’s Mass Dismissals of Federal Employees

US Senate News:

Source: United States Senator for Massachusetts Ed Markey

Senators Question Trump Administration Claims and Whether Actions Will Increase Waste and Abuse

Washington (March 21, 2025) – Senator Edward J. Markey (D-Mass.), Ranking Member of the Small Business and Entrepreneurship Committee joined Senator Gary Peters (D-MI), Ranking Member of the Senate Homeland Security and Governmental Affairs Committee, and 15 Senate Committee Ranking Members in sending a letter to the Inspectors General of 23 federal agencies, pressing for details on the impact of President Trump’s sweeping and unprecedented dismissal of tens of thousands of federal employees. The senators asked the Inspectors General to review the Trump Administration’s actions, citing potential violations of federal laws and procedures, which the senators warn could harm Americans’ access to vital government services and increase waste and abuse of taxpayer dollars.
“The decision to terminate thousands of employees across multiple federal agencies will impose undue hardship on millions of Americans who rely on their services,” wrote the Senators. “The loss of experienced agency staff may risk causing serious disruptions to nearly 73 million Americans who rely on the Social Security Administration (SSA) to administer retiree and disability benefits and 9.1 million veterans who depend on the Department of Veteran Affairs (V.A.), many of which rely on the V.A. for life saving medical treatments and care.”
Highlighting the devastating consequences of these mass firings, the senators underscored the Trump Administration’s layoffs have already disrupted critical operations at agencies that millions of Americans depend on for survival.
“Among the 2,400 employees fired from the V.A. since Mr. Trump’s inauguration are workers who purchase medical supplies, schedule appointments and arrange rides for patients to see their doctors,” wrote the Senators, citing a NY Times report. “Additionally, taxpayers seeking in-person assistance as they navigate the 2025 filing season may find the support centers they previously relied on completely relocated or shuttered. That risk is a direct consequence of the Administration’s mass dismissals and decision to terminate over 100 IRS offices with Tax Assistance Centers (TAC) – which provide free, in-person assistance for those seeking it.”
The senators are requesting that IGs examine whether these dismissals violated agency policies and assess the damage to agency missions, public safety, and national security, calling for an initial review to be completed within 60 days, with findings made available to the public to ensure transparency and accountability.
The letter was signed by U.S. Senators and Ranking Members Amy Klobuchar (D-MN), Committee on Agriculture, Nutrition, and Forestry, Kirsten Gillibrand (D-NY), Special Committee on Aging, Patty Murray (D-WA), Committee on Appropriations, Jack Reed (D-RI), Committee on Armed Services, Elizabeth Warren (D-MA), Committee on Banking, Housing, and Urban Affairs, Maria Cantwell (D-WA), Committee on Commerce, Science, and Transportation, Sheldon Whitehouse (D-RI), Committee on Environment and Public Works, Ron Wyden (D-OR), Committee on Finance, Jeanne Shaheen (D-NH), Committee on Foreign Relations, Bernie Sanders (I-VT), Committee on Health, Education, Labor, and Pensions, Dick Durbin (D-IL), Committee on the Judiciary, Richard Blumenthal (D-CT), Committee on Veterans’ Affairs, Martin Heinrich (D-NM), Committee on Energy and Natural Resources, and Jeff Merkley (D-OR), Committee on the Budget.
The full text of the letter can be found here.

MIL OSI USA News –

March 25, 2025
MIL-OSI USA: Cornyn Recaps Events in Texas on Trump Tax Cuts, Unleashing American Energy

US Senate News:

Source: United States Senator for Texas John Cornyn

WASHINGTON – Today on the floor, U.S. Senator John Cornyn (R-TX) recapped his travel in Texas during the state work period, including visits to Corpus Christi, Houston, Midland, Dallas, San Antonio, and Austin to discuss the importance of unleashing Texas’ energy industry with oil and gas workers and renewing the Trump tax cuts with small business owners. Excerpts of Sen. Cornyn’s remarks are below, and video can be found here.

“From Corpus Christi, which is on the Gulf Coast of Texas, [and] Houston, also along the Gulf Coast, now the Gulf of America, to Midland to Dallas to San Antonio, Austin, and I had great conversations with folks that are praising the work that we’re doing here in Congress.”

“I went down to Corpus Christi, which is on the Gulf Coast of the Coastal Bend region of Texas, and met with energy businesses located there.”

“We had a great discussion about the importance of the Port of Corpus Christi and the product that passes through that port that helps America’s energy independence and helps our friends and allies around the world.”

“Another important opportunity I had during the state work period was to meet with my constituents to talk about the Tax Cuts and Jobs Act and how it has helped their small businesses and their employees thrive.”

“I met with the good folks at Southland Hardware in Houston, Texas… We also had representatives from Empire Tools and Sylvia’s Enchilada Kitchen and Tejas Office Products—all thriving small business owners who shared their support for the Tax Cuts and Jobs Act and explained why it needed to be extended.”

“I heard the same thing from business owners all across the state, including Austin, where I live. We went to Wally’s Burger Express in Austin.”

“I went there in 2018, and I went back, and Robert Mayfield, who employs a single franchise there in Austin, seven years later reported that the Tax Cuts and Jobs Act had been very, very helpful, allowing him to provide better benefits and bonuses to his employees.”

“I would encourage the naysayers and our Democratic colleagues to actually talk to real people about what their experience has been.”

“I’m sure they would find that the Tax Cuts and Jobs Act did not, contrary to our Democratic colleagues, just help a bunch of rich people.”

“The Tax Cuts and Jobs Act has, in fact, allowed people in communities from Austin to Houston and everywhere across the country to provide more of what they’ve earned to their families, provide employment opportunities to their neighbors, and contribute to their communities, which is just another way of saying helped them help contribute to the American dream.”

MIL OSI USA News –

March 25, 2025
MIL-OSI USA: Padilla, Cortez Masto, Wyden Statement on Reported IRS Plans to Share Sensitive Taxpayer Data to DHS

US Senate News:

Source: United States Senator Alex Padilla (D-Calif.)

Padilla, Cortez Masto, Wyden Statement on Reported IRS Plans to Share Sensitive Taxpayer Data to DHS

WASHINGTON, D.C. — Today, U.S. Senators Alex Padilla (D-Calif.), Ranking Member of the Senate Judiciary Immigration Subcommittee, Catherine Cortez Masto (D-Nev.), and Ron Wyden (D-Ore.) released the following joint statement in response to reports that the Internal Revenue Service (IRS) is planning to provide sensitive taxpayer information to the Department of Homeland Security (DHS) to locate suspected undocumented immigrants:

“This weekend, it became clear that the Trump Administration is finalizing plans to target and penalize people who are following federal law and contributing to our economy. This agreement between the IRS and DHS — if finalized — will have long-lasting and devastating implications on our economy, taxpayer privacy, immigrant communities, and the rule of law.

“It’s past time for the Trump Administration to make their plans public. The IRS and DHS must disclose the extent of this agreement and brief Congress immediately.”

Earlier this month, Padilla, Cortez Masto, and Wyden led a letter to IRS and DHS leadership raising the alarm on reports that DHS and the “Department of Government Efficiency” have illegally requested sensitive taxpayer information from the IRS. So far, the Trump Administration has not responded to their demand for answers about their plans to require the IRS to turn over the home addresses, phone numbers, and email addresses of over 700,000 people.

MIL OSI USA News –

March 25, 2025
MIL-OSI USA: Luján Statement on New Nonpartisan Government Data Exposing How the Republican Budget Plan Will Explode Debt and Deficit for Decades
US Senate News:
Source: US Senator for New Mexico Ben Ray Luján

Washington, D.C. – U.S. Senator Ben Ray Luján (D-N.M.), a member of the Senate Budget Committee, issued the following statement after the nonpartisan Congressional Budget Office (CBO) published 10- and 30-year projections of the debt and deficit if Congressional Republicans permanently enact the Trump Tax Scam:

“Congressional Republicans are once again attempting to pass a partisan budget that will fund the Trump Tax Scam 2.0 by ripping away health care, taking food off the table, and making it harder to get a quality education – all to give a tax handout to the wealthiest Americans and corporations.

“This nonpartisan analysis from the CBO makes it clear that if Congressional Republicans move forward with this budget, the debt will skyrocket, the deficit will explode, and working Americans will be left to pay the price. Make no mistake, Congressional Republicans are pushing this partisan budget to fund their latest tax scam on the backs of hardworking Americans with no regard for the devastating impacts it will have on our nation’s economy now and into the future.”

CBO projects that under the Republicans’ budget plan, the national debt will expand by $4.6 trillion over the next 10 years. A second round of the Trump Tax Scam – which Republicans are trying to claim is cost-free by using a “current policy baseline” – a gimmick that will increase the national debt to 214 percent of GDP by 2054. The CBO highlights a few points that would be detrimental to the nation’s economy if Republicans continue down this path:
- A new round of the Trump Tax Scam will increase the primary (non-interest) deficit by $4 trillion. A previous CBO estimate found they would cost $4.6 trillion with interest.
- By 2054, extending the Trump tax giveaways would increase debt to 214 percent of GDP, growing almost twice as fast as under current law. The extension would be responsible for adding almost 30 percent to the national debt.
- A new round of the Trump Tax Scam would mean that long-term economic growth would be slower, and interest rates would be higher, making it harder for businesses to start or to grow and Americans to afford buying a home or a car.
The CBO report can be found HERE.
MIL OSI USA News –
March 25, 2025
MIL-OSI Canada: Amendments to the Income Tax Act, 2000 will Continue to Make Life More Affordable for Saskatchewan Residents

Source: Government of Canada regional news

Released on March 24, 2025

The Government of Saskatchewan will amend The Income Tax Act, 2000 to incorporate initiatives announced in the 2025-26 Budget. Changes to the Act include introducing the Fertility Treatment Tax Credit and Small and Medium Enterprise Investment Tax Credit, as well as ensuring the continued indexation of tax credits for initiatives in The Saskatchewan Affordability Act and other income tax programs.

“Our government listened to the priorities of Saskatchewan people and delivered a budget that addresses those priorities, including making life more affordable,” Deputy Premier and Minister of Finance Jim Reiter said. “These tax credits provide relief for parents trying to grow their families without worrying about the high costs of fertility treatments and create incentives for businesses to invest and scale-up their operations.”

The Fertility Treatment Tax Credit supports access to fertility treatments by offering a refundable tax credit of 50 per cent toward the costs of an eligible fertility treatment in Saskatchewan of up to $20,000.

The Small and Medium Enterprise Investment Tax Credit supports Saskatchewan’s small and medium-sized businesses, which are critical to a growing economy. It includes a 45 per cent non-refundable tax credit for individuals or corporations who invest equity in eligible small and medium-sized businesses in Saskatchewan. The credit focuses on sectors such as food and beverage manufacturing, as well as machinery and transportation equipment manufacturing sectors.

“The introduction of the Small and Medium Enterprise Investment Tax Credit will have a positive effect on the Regina and Saskatchewan business communities,” Regina and District Chamber of Commerce President Mike Tate said. “By introducing tax relief and incentives, the amendments will reduce the financial burden on businesses and allow for reinvestment in innovation, expansion and job creation. This will enable local businesses to thrive while attracting new investments to Saskatchewan.”

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For more information, contact:

MIL OSI Canada News –

March 25, 2025

MIL-OSI: Diversified Royalty Corp. Announces Fourth Quarter and Year End 2024 Results

Source: GlobeNewswire (MIL-OSI)

VANCOUVER, British Columbia, March 24, 2025 (GLOBE NEWSWIRE) — Diversified Royalty Corp. (TSX: DIV and DIV.DB.A) (the “Corporation” or “DIV”) is pleased to announce its financial results for the three months (“Q4 2024”) and year ended December 31, 2024.

Highlights

The weighted average organic royalty growth¹ of DIV’s diversified royalty portfolio was 5.9% in Q4 2024 and 5.0% for the year ended December 31, 2024, compared to 6.8% for the three months ended December 31, 2023 (“Q4 2023”) and 8.4% for the year ended December 31, 2023. The weighted average organic royalty growth¹ on a constant currency basis was 5.4% in Q4 2024 and 4.8% for the year ended December 31, 2024.
Revenue was $17.0 million in Q4 2024 and $65.0 million for the year ended December 31, 2024, up 3.9% and 15.0%, respectively, compared to the same periods in 2023.
Adjusted revenue¹ was $18.4 million in Q4 2024 and $70.2 million for the year ended December 31, 2024, up 3.8% and 14.0%, respectively, compared to the same periods in 2023.
Distributable cash¹ was $12.6 million in Q4 2024 and $44.8 million for the year ended December 31, 2024, up 21.5% and 17.5%, respectively, compared to the same periods in 2023.
Payout ratio¹ was 82.3% in Q4 2024 based on dividends of $0.0625 per share for the quarter, compared to 84.2% in Q4 2023 based on dividends of $0.0609 per share for the comparable quarter and 90.0% for the year ended December 31, 2024 based on dividends of $0.2487 per share for the year, compared to 90.2% based on dividends of $0.2415 per share for the comparable year.
In celebration of DIV’s 10-year anniversary, we are proud to recognize the following:
- On October 6, 2014, we announced our name change to “Diversified Royalty Corp.”
- DIV’s very first dividend was $0.0157 per share, paid on November 28, 2014
- The total dividends paid to shareholders since then is $269.1 million, or $2.25 per share

Fourth Quarter Commentary

Sean Morrison, President and Chief Executive Officer of DIV stated, “Overall, DIV is pleased with how its royalty partners performed with weighted average organic royalty growth of 5.9% in Q4 2024 and 5.0% for the year ended December 31, 2024. As with all portfolios, there are varying degrees of performance within the portfolio. Mr. Lube, our largest royalty partner, continued to see strong double-digit growth, generating SSSG¹ (defined below) of 12.0% for the three-month period ended December 31, 2024, and 10.5% for the year ended December 31, 2024. This exceptional performance is the result of Mr. Lube’s management team working with their franchisees to share best practices and optimize the performance of each location. DIV’s other variable royalty partners generated mixed results with Oxford generating positive SSSG and Mr. Mikes generating negative SSSG in Q4. DIV’s fixed royalty partners, Nurse Next Door, Stratus and BarBurrito made their fixed royalty payments. DIV is deferring 20% of Sutton’s royalties to help them invest in the business and build on the positive momentum in Q4. DIV continues to see a decrease in royalty income from AIR MILES® because of the loss of Metro as a loyalty partner and continued softness across the AIR MILES® Rewards Program.”

1. Adjusted revenue and distributable cash are non-IFRS financial measures, payout ratio is a non-IFRS ratio and weighted average organic royalty growth and Same-store-sales growth or SSSG are supplementary financial measures – see “Non-IFRS Measures” below.

Fourth Quarter Results

	Three months ended December 31,				Year ended December 31,
(000’s)		2024		2023		2024		2023
Mr. Lube + Tires	$	8,602	$	7,810	$	31,190	$	28,429
Stratus^a		2,268		2,099		8,714		8,171
BarBurrito		2,101		2,032		8,403		2,032
Nurse Next Door^b		1,341		1,316		5,309		5,207
Oxford		1,206		1,162		4,530		4,521
Sutton		899		1,095		4,206		4,339
Mr. Mikes		1,040		1,130		4,226		4,570
AIR MILES®		896		1,044		3,640		4,352
Adjusted revenue^c	$	18,352	$	17,688	$	70,218	$	61,621

^{a) Stratus royalty income for the three months and year ended December 31, 2024, was US$1.6 million and US$6.4 million, respectively, translated at an average foreign exchange rate of $1.4000 and $1.3703 to US$1, respectively (three months and year ended December 31, 2023 – royalty income of US$1.5 million and US$6.1 million, respectively, translated at an average foreign exchange rate of $1.3610 and $1.3493 to US$1, respectively).}
^{b) Represents the DIV Royalty Entitlement plus management fees received from Nurse Next Door.}
^{c) DIV Royalty Entitlement and adjusted revenue are non-IFRS financial measures and as such, do not have standardized meanings under IFRS. For additional information, refer to “Non-IFRS Measures” in this news release.}

In Q4 2024, DIV generated $17.0 million of revenue compared to $16.4 million in Q4 2023. After considering the DIV Royalty Entitlement² (defined below) related to DIV’s royalty arrangements with Nurse Next Door, DIV’s adjusted revenue² was $18.4 million in Q4 2024, compared to $17.7 million in Q4 2023. Adjusted revenue increased primarily due to incremental revenue received through the acquisition of the BarBurrito rights on October 4, 2023, positive SSSG² at Mr. Lube + Tires and Oxford, the annual contractual royalty increases at Stratus and Nurse Next Door, partially offset by negative SSSG from Mr. Mikes and lower royalty income from AIR MILES® and the 20% deferral of the Sutton royalties, all as discussed in further detail below.

2. Adjusted revenue and DIV Royalty Entitlement are non-IFRS financial measures and SSSG are supplementary financial measures – see “Non-IFRS Measures” below.

Royalty Partner Business Updates

Mr. Lube + Tires: Mr. Lube Canada Limited Partnership (“Mr. Lube + Tires”) generated SSSG³ of 12.0% for the Mr. Lube + Tires stores in the royalty pool for Q4 2024 and 10.5% for the year ended December 31, 2024, compared to SSSG of 14.0% and 17.1%, for the same respective prior periods in 2023.

3. Same-store-sales growth or SSSG is a supplementary financial measure – see “Non-IFRS Measures” below.

Stratus: Royalty income from SBS Franchising LLC (“Stratus”) was $2.3 million (US$1.6 million translated at an average foreign exchange rate of $1.4000 to US$1.00) for Q4 2024 and $8.7 million (US$6.4 million translated at an average foreign exchange rate of $1.3703 to US$1.00) for the year ended December 31, 2024. The fixed royalty payable by Stratus increases each November at a rate of 5% until and including November 2026 and 4% each November thereafter during the term of the license, with the most recent increase effective November 15, 2024.

Nurse Next Door: The royalty entitlement to DIV (the “DIV Royalty Entitlement⁴”) from Nurse Next Door Professional Homecare Services Inc. (“Nurse Next Door”) was $1.3 million in Q4 2024 and $5.2 million for the year ended December 31, 2024. The DIV Royalty Entitlement from Nurse Next Door grows at a fixed rate of 2.0% per annum during the term of the license, with the most recent increase effective October 1, 2024.

4. DIV Royalty Entitlement is a non-IFRS measure – see “Non-IFRS Measures” below.

Mr. Mikes: SSSG⁵ for the Mr. Mikes Restaurants Corporation (“Mr. Mikes”) restaurants in the Mr. Mikes royalty pool was -4.7% in Q4 2024 and -3.4% for the year ended December 31, 2024, compared to SSSG of 7.3% and 10.1%, for the same respective prior periods in 2023. The lower SSSG percentage in the current period is primarily due to lower restaurant guest traffic. In addition, in the comparable period, SSSG was measured against quarters that included the impact from COVID-19 related government regulations, including vaccine mandates.

Royalty income and management fees of $1.0 million were generated by Mr. Mikes in Q4 2024, compared to $1.2 million in Q4 2023, which excludes approximately $0.05 million from the partial payment of deferred contractual royalty fees and accrued management fees. Royalty income and management fees of $4.2 million were generated for the year ended December 31, 2024, compared to $4.4 million generated for the year ended December 31, 2023, excluding approximately $0.18 million from the partial payment of deferred contractual royalty fees and accrued management fees.

5. Same-store-sales growth or SSSG is a supplementary financial measure – see “Non-IFRS Measures” below.

Oxford: The Oxford Learning Centres, Inc. (“Oxford”) locations in the Oxford royalty pool generated SSSG⁶ (on a constant currency basis) of 4.0% in Q4 2024 and 0.2% for the year ended December 31, 2024, compared to SSSG of -0.2% and 5.9%, for the same respective prior periods in 2023. Oxford’s SSSG has returned to being positive after lapping the completion of the Ontario Government funding of student learning support, which included private tutoring, which funding completed in the first half of 2023.

6. Same-store-sales growth or SSSG is a supplementary financial measure – see “Non-IFRS Measures” below.

AIR MILES®: In Q4 2024, royalty income of $0.9 million was generated from the AIR MILES® Licenses compared to $1.0 million generated in Q4 2023, a decrease of 14.2% from the comparable quarter. For the year ended December 31, 2024, royalty income of $3.6 million was generated compared to $4.4 million generated in the comparable year, a decrease of 16.4%. The decrease is largely due to the loss of AIR MILES® sponsor Metro and continued softness in the AIR MILES® Rewards Program.

Sutton: In Q4 2024, royalty income of $0.9 million was generated by Sutton, which is net of a 20% royalty deferral, compared to $1.1 million generated in Q4 2023. For the year ended December 31, 2024, royalty income of $4.1 million was generated, which includes a 20% royalty deferral for Q4, 2024, compared to $4.3 million generated in the comparable year. DIV and Sutton entered into a royalty deferral agreement during Q4 2024, which provides Sutton with a 20% deferral of royalties from October 1, 2024 to December 31, 2025. The deferred royalties do not accrue interest and are due in full on December 31, 2027. Sutton finished 2024 on a strong note, opening two new franchise locations in Q4 and has a growing pipeline of franchise opportunities across Canada. Sutton intends to invest the deferred royalties to complete the rebuild of its management team, increase investment in marketing, roll out its rebranded logo across Canada, increase business development, and build on the positive momentum that began in the back half of 2024.

BarBurrito: Royalty income from BarBurrito Restaurants Inc. (“BarBurrito”) was $2.1 million for Q4 2024 and $8.3 million for the year ended December 31, 2024. The royalty payable by BarBurrito initially grows at a fixed rate of 4% per annum each March from and including March 2025 to and including March 2030 and, commencing on January 1, 2031, will fluctuate based on the gross sales of the BarBurrito locations in the royalty pool.

Distributable Cash and Dividends Declared

In Q4 2024 and for the year ended December 31, 2024, distributable cash⁷ increased to $12.6 million ($0.0759 per share) and $44.8 million ($0.2762 per share), respectively, compared to $10.4 million ($0.0723 per share) and $38.1 million ($0.2671 per share), in the respective periods in 2023.

The increase in distributable cash⁷ for the quarter was primarily due to higher adjusted revenue⁷, lower general and administrative expenses, lower professional fees, lower interest expense, and lower salaries and benefits. The increase in distributable cash⁷ for the year was primarily due to higher adjusted revenue⁷, lower general and administrative expenses, and lower professional fees, partially offset by higher interest expense and higher and salaries and benefits.

The increase in distributable cash per share⁷ for the quarter and year end were primarily due to an increase in distributable cash, partially offset by a higher weighted average number of common shares outstanding.

In Q4 2024 and for the year ended December 31, 2024, the payout ratio⁷ was 82.3% on dividends of $0.0625 per share and 90.0% on dividends of $0.2487 per share, respectively, compared to the payout ratio of 84.2% on dividends of $0.0609 per share and 90.2% on dividends of $0.2410 per share for the same respective periods in 2023. The decrease in payout ratio for the quarter and year end were primarily due to higher distributable cash per share⁷, partially offset by higher dividends declared per share.

7. Adjusted revenue and distributable cash are non-IFRS financial measures and distributable cash per share and payout ratio are non-IFRS ratios – see “Non-IFRS Measures” below.

Net Income

Net income for Q4 2024 and for the year ended December 31, 2024, was $4.0 million and $26.6 million, respectively, compared to net income of $9.1 million and $31.7 million for the same respective periods in 2023. The decrease in net income in Q4 2024 was primarily due to impairment loss on intangible assets and higher share-based compensation expense, partially offset by higher adjusted revenue⁸ and lower general and administrative expenses, interest expense on credit facilities, and income tax expense. The decrease in net income for the year was primarily due to impairment loss on intangible assets, higher share-based compensation expense, salaries and benefits, and interest expense on credit facilities, partially offset by higher adjusted revenue⁸ and lower general and administrative expenses, and income tax expense.

8. Adjusted revenue is a non-IFRS financial measure – see “Non-IFRS Measures” below.

About Diversified Royalty Corp.

DIV is a multi-royalty corporation, engaged in the business of acquiring top-line royalties from well-managed multi-location businesses and franchisors in North America. DIV’s objective is to acquire predictable, growing royalty streams from a diverse group of multi-location businesses and franchisors.

DIV currently owns the Mr. Lube + Tires, AIR MILES®, Sutton, Mr. Mikes, Nurse Next Door, Oxford Learning Centres, Stratus Building Solutions and BarBurrito trademarks. Mr. Lube + Tires is the leading quick lube service business in Canada, with locations across Canada. AIR MILES® is Canada’s largest coalition loyalty program. Sutton is among the leading residential real estate brokerage franchisor businesses in Canada. Mr. Mikes operates casual steakhouse restaurants primarily in western Canadian communities. Nurse Next Door is a home care provider with locations across Canada and the United States as well as in Australia. Oxford Learning Centres is one of Canada’s leading franchisee supplemental education services. Stratus Building Solutions is a leading commercial cleaning service franchise company providing comprehensive building cleaning, and office cleaning services primarily in the United States. BarBurrito is the largest quick service Mexican restaurant food chain in Canada.

DIV’s objective is to increase cash flow per share by making accretive royalty purchases and through the growth of purchased royalties. DIV intends to continue to pay a predictable and stable monthly dividend to shareholders and increase the dividend over time, in each case as cash flow per share allows.

Forward-Looking Statements

Certain statements contained in this news release may constitute “forward-looking information” within the meaning of applicable securities laws that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “intend”, “may”, “will”, ”project”, “should”, “believe”, “confident”, “plan” and “intend” and similar expressions are intended to identify forward-looking information, although not all forward-looking information contains these identifying words. Specifically, forward-looking information in this news release includes, but is not limited to, statements made in relation to: Sutton having a growing pipeline of franchise opportunities across Canada; Sutton intends to invest the deferred royalties to complete the rebuild of its management team, increase investment in marketing, roll out its rebranded logo across Canada, increase business development and build on the positive momentum that began in the back half of 2024; DIV’s intention to pay monthly dividends to shareholders; and DIV’s corporate objectives. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events, performance, or achievements of DIV to differ materially from those anticipated or implied by such forward-looking information. DIV believes that the expectations reflected in the forward-looking information included in this news release are reasonable but no assurance can be given that these expectations will prove to be correct. In particular, risks and uncertainties include: DIV’s royalty partners may not make their respective royalty payments to DIV, in whole or in part; the decline in royalties received under the AIR MILES® licenses could cause AM Royalties Limited Partnership (“AM LP”) to be required to make partial or full repayment of the outstanding principal amount under its credit agreement, or cause AM LP to be in default under its credit agreement; current positive trends being experienced by certain of DIV’s royalty partners (and their respective franchisees) may not continue and may regress, and current negative trends experienced by certain of DIV’s royalty partners (including their respective franchisees) may continue and may regress; DIV and its royalty partners performance may not meet management’s expectations; DIV may not be able to make monthly dividend payments to the holders of its common shares; Sutton may not pay all deferred royalties in accordance with the timing required or at all; Sutton’s investment of the deferred royalties may not achieve their intended effects; Sutton may require further deferrals of royalties beyond those contemplated by the current deferral agreement; dividends are not guaranteed and may be reduced, suspended or terminated at any time; or DIV may not achieve any of its corporate objectives. Given these uncertainties, readers are cautioned that forward-looking information included in this news release is not a guarantee of future performance, and such forward-looking information should not be unduly relied upon. More information about the risks and uncertainties affecting DIV’s business and the businesses of its royalty partners can be found in the “Risk Factors” section of its Annual Information Form dated March 24, 2025 and in DIV’s management’s discussion and analysis for the three months and year ended December 31, 2024, copies of which are available under DIV’s profile on SEDAR+ at www.sedarplus.com.

In formulating the forward-looking information contained herein, management has assumed that DIV will generate sufficient cash flows from its royalties to service its debt and pay dividends to shareholders; lenders will provide any necessary waivers required in order to allow DIV to continue to pay dividends; lenders will provide any other necessary covenant waivers to DIV and its royalty partners; the performance of DIV’s royalty partners will be consistent with DIV’s and its royalty partners’ respective expectations; recent positive trends for certain of DIV’s royalty partners (including their respective franchisees) will continue and not regress; current negative trends experienced by certain of DIV’s royalty partners (including their respective franchisees) will not materially regress; Sutton will pay all deferred royalties in accordance with the required timing in full and will not require further deferrals; Sutton’s investment of the deferred royalties will achieve its intended effects; the businesses of DIV’s respective royalty partners will not suffer any material adverse effect; and the business and economic conditions affecting DIV and its royalty partners will continue substantially in the ordinary course, including without limitation with respect to general industry conditions, general levels of economic activity and regulations. These assumptions, although considered reasonable by management at the time of preparation, may prove to be incorrect.

All of the forward-looking information in this news release is qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that it will have the expected consequences to, or effects on, DIV. The forward-looking information in this news release is made as of the date of this news release and DIV assumes no obligation to publicly update or revise such information to reflect new events or circumstances, except as may be required by applicable law.

Non-IFRS Measures

Management believes that disclosing certain non-IFRS financial measures, non-IFRS ratios and supplementary financial measures provides readers with important information regarding the Corporation’s financial performance and its ability to pay dividends and the performance of its royalty partners. By considering these measures in combination with the most closely comparable IFRS measure, management believes that investors are provided with additional and more useful information about the Corporation and its royalty partners than investors would have if they simply considered IFRS measures alone. The non-IFRS financial measures, non-IFRS ratios and supplementary financial measures do not have standardized meanings prescribed by IFRS and therefore are unlikely to be comparable to similar measures presented by other issuers. Investors are cautioned that non-IFRS measures should not be construed as a substitute or an alternative to net income or cash flows from operating activities as determined in accordance with IFRS.

“Adjusted revenue”, “adjusted royalty income”, “DIV Royalty Entitlement” and “distributable cash” are used as non-IFRS financial measures in this news release.

Adjusted revenue is calculated as royalty income plus DIV Royalty Entitlement and management fees. The following table reconciles adjusted revenue and adjusted royalty income to royalty income, the most directly comparable IFRS measure disclosed in the financial statements:

	Three months ended December 31,				Year ended December 31,
(000’s)		2024		2023		2024		2023
Mr. Lube + Tires	$	8,543	$	7,750	$	30,953	$	28,196
Stratus		2,269		2,099		8,714		8,171
BarBurrito		2,080		2,013		8,320		2,013
Oxford		1,194		1,152		4,487		4,481
Sutton		872		1,068		4,096		4,229
Mr. Mikes		1,025		1,115		4,181		4,520
AIR MILES®		896		1,044		3,640		4,352
Royalty income	$	16,879	$	16,241	$	64,391	$	55,962
DIV Royalty Entitlement		1,320		1,295		5,228		5,126
Adjusted royalty income	$	18,199	$	17,536	$	69,619	$	61,088
Management fees		153		152		599		533
Adjusted revenue	$	18,352	$	17,688	$	70,218	$	61,621

For further details with respect to adjusted revenue and adjusted royalty income, refer to the subsection “Non-IFRS Financial Measures” under “Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures” in the Corporation’s management’s discussion and analysis for the three months and year ended December 31, 2024, a copy of which is available on SEDAR+ at www.sedarplus.com.

The most closely comparable IFRS measure to DIV Royalty Entitlement is “distributions received from NND LP”. DIV Royalty Entitlement is calculated as distributions received from NND LP, before any deduction for expenses incurred by NND Holdings Limited Partnership (“NND LP”), which expenses include legal, audit, tax and advisory services. Note that distributions received from NND LP is derived from the royalty paid by Nurse Next Door to NND LP. The following table reconciles DIV Royalty Entitlement to distributions received from NND LP in the financial statements:

	Three months ended December 31,						Year ended December 31,
(000’s)		2024			2023			2024			2023
Distributions received from NND LP	$	1,314		$	1,284		$	5,197		$	5,095
Add: NND Royalties LP expenses		2			2			27			22
DIV Royalty Entitlement		1,316			1,286			5,224			5,117

Less: NND Royalties LP expenses		(2	)		(2	)		(27	)		(22	)
DIV Royalty Entitlement, net of NND Royalties LP expenses	$	1,314		$	1,284		$	5,197		$	5,095

For further details with respect to DIV Royalty Entitlement, refer to the subsection “Non-IFRS Financial Measures” under “Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures” in the Corporation’s management’s discussion and analysis for the three months and year ended December 31, 2024, a copy of which is available on SEDAR+ at www.sedarplus.com.

The following table reconciles distributable cash to cash flows generated from operating activities, the most directly comparable IFRS measure disclosed in the financial statements:

	Three months ended December 31,						Year ended December 31,
(000’s)		2024			2023			2024			2023

Cash flows generated from operating activities	$	11,724		$	7,400		$	46,491		$	30,816

Current tax expense		(1,300	)		(845	)		(6,516	)		(5,061	)
Accrued interest on convertible debentures		788			788			–			–
Accrued interest on bank loans		(13	)		–			(438	)		–
Distributions on MRM units earned in current periods		(34	)		(38	)		(138	)		(164	)
Mandatory principal payments on credit facilities		–			(577	)		(643	)		(1,008	)
Payment of lease obligations		(28	)		(28	)		(110	)		(107	)
NND LP expenses		(2	)		(2	)		(27	)		(22	)
Accrued DIV Royalty Entitlement, net of distributions		2			–			27			–
Foreign exchange and other		(13	)		394			146			229
Changes in working capital		(33	)		(527	)		303			3,579
Transactions costs		–			32			–			32
Taxes paid		1,512			1,648			6,012			7,691
Note receivable		–			2,130			(305	)		2,130
Distributable cash	$	12,603		$	10,376		$	44,802		$	38,115

For further details with respect to distributable cash, refer to the subsection “Non-IFRS Financial Measures” under “Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures” in the Corporation’s management’s discussion and analysis for the three months and year ended December 31, 2024, a copy of which is available on SEDAR+ at www.sedarplus.com.

“Distributable cash per share” and “payout ratio” are non-IFRS ratios that do not have a standardized meaning prescribed by IFRS, and therefore may not be comparable to similar ratios presented by other issuers. Distributable cash per share is defined as distributable cash, a non-IFRS measure, divided by the weighted average number of common shares outstanding during the period. The payout ratio is calculated by dividing the dividends per share during the period by the distributable cash per share, a non-IFRS measure, generated in that period. For further details, refer to the subsection entitled “Non-IFRS Ratios” under “Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures” in the Corporation’s management’s discussion and analysis for the three months and year ended December 31, 2024, a copy of which is available on SEDAR+ at www.sedarplus.com.

“Weighted average organic royalty growth” is the average same store sales growth percentage related to Mr. Lube + Tires, Oxford and Mr. Mikes (excluding the collection of Mr. Mikes deferred royalty management fees) plus the average increase in adjusted royalty income from AIR MILES®, Sutton (less 20% deferral in Q4, 2024), Nurse Next Door and Stratus over the prior comparable period taking into account the percentage weighting of each royalty partner’s adjusted royalty income in proportion of the total adjusted royalty income for the period, excluding BarBurrito as there was no full-period adjusted royalty income generated from BarBurrito in the prior period. Weighted average organic royalty growth is a supplementary financial measure and does not have a standardized meaning prescribed by IFRS. However, the Corporation believes that weighted average organic royalty growth is a useful measure as it provides investors with an indication of the change in year-over-year growth of each royalty partner, taking into account the percentage weighting of royalty partner’s growth in proportion of total growth, as applicable. The Corporation’s method of calculating weighted average organic royalty growth may differ from those of other issuers or companies and, accordingly, weighted average organic royalty growth may not be comparable to similar measures used by other issuers or companies.

“Same store sales growth” or “SSSG” and “system sales” are supplementary financial measures and do not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. SSSG and system sales figures are reported to DIV by its Royalty Partners – see “Third Party Information”. For further details, refer to the subsection entitled “Supplementary Financial Measures” under “Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures” in the Corporation’s management’s discussion and analysis for the three months and year ended December 31, 2024, a copy of which is available on SEDAR+ at www.sedarplus.com.

Third Party Information

This news release includes information obtained from third party company filings and reports and other publicly available sources as well as financial statements and other reports provided to DIV by its royalty partners. Although DIV believes these sources to be generally reliable, such information cannot be verified with complete certainty. Accordingly, the accuracy and completeness of this information is not guaranteed. DIV has not independently verified any of the information from third party sources referred to in this news release nor ascertained the underlying assumptions relied upon by such sources.

THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE.

Additional Information

The information in this news release should be read in conjunction with DIV’s consolidated financial statements and management’s discussion and analysis (“MD&A”) for the three months and year ended December 31, 2024, which are available on SEDAR+ at www.sedarplus.com.

Additional information relating to the Corporation and other public filings, is available on SEDAR+ at www.sedarplus.com.

Contact:
Sean Morrison, President and Chief Executive Officer
Diversified Royalty Corp.
(236) 521-8470

Greg Gutmanis, Chief Financial Officer and VP Acquisitions
Diversified Royalty Corp.
(236) 521-8471

MIL-OSI: Satellogic Reports 2024 Financial Results and Business Update

Source: GlobeNewswire (MIL-OSI)

Revenue up 28% to $12.9 million in 2024

Redomicile to U.S. Nears Completion; Set to Accelerate Market Opportunities

Completed $10 Million Private Placement

Entered into $50 Million At-The-Market (ATM) Program

NEW YORK, March 24, 2025 (GLOBE NEWSWIRE) — Satellogic Inc. (NASDAQ: SATL), a leader in sub-meter resolution Earth Observation (“EO”) data collection, today provided a business update and financial results for the year ended December 31, 2024.

“The second half of 2024 was highlighted by commercial milestones, including a pivotal agreement with Maxar Intelligence granting them exclusive rights to task Satellogic’s high-revisit constellation and use our cost-effective satellite imagery to support national security missions for the U.S. Government and select U.S. partners internationally.” said Satellogic CEO, Emiliano Kargieman.

“Additionally, we were selected by NASA as one of eight recipients of NASA’s Commercial SmallSat Data Acquisition Program (CSDA) On-Ramp1 Multiple Award contract, with a maximum cumulative value of $476 million for all award winners. We have begun work on our first task order with NASA, an 18-month, seven figure award that will allow NASA researchers to utilize Satellogic data for critical earth science imagery analysis. This award highlights Satellogic’s commitment to delivering high-quality Earth observation data to advance scientific research and enhance life on Earth,” said Kargieman.

“In 2024, we have made good progress in raising capital to further invest in the business. In December we announced the private placement of $10 million made by a single institutional investor and the filing of a $150 million shelf registration statement and the entry into a $50 million ATM program. We are pleased to have successfully completed this private placement, which positions us for continued growth as we advance our mission and continue our focus on our U.S. strategy, the National Security market, and our global Space Systems opportunities. The shelf registration statement and ATM program allow for future flexibility in our capital markets strategy by establishing a framework for potential future capital-raising opportunities to further strengthen our liquidity position,” concluded Kargieman.

“We are also excited to disclose our intended domestication to the U.S. in December, which is expected to be completed by the end of the month,” commented Rick Dunn, Satellogic CFO. We believe the domestication will continue to lower our barriers to entry in the U.S. and allied markets and improve transparency for investors and customers.”

“In terms of financial results, we ended 2024 with $22.5 million of cash on hand and continued to reduce our cash used in operations by $13.7 million, or 27.6%, compared to the year ended December 31, 2023. Our revenue increased 28% to $12.9 million, while our cost of sales, excluding depreciation expense, remained flat year-over-year. As a percentage of revenue, our cost of sales were 39% for the year ended December 31, 2024, a substantial improvement compared to 50% in the prior year.”

“While our improving revenue performance and strategic progress are encouraging and confidence-building, we’ve continued the work started in 2023 to realign and streamline our business to better position us to capitalize on near-term growth opportunities. Specifically, we further reduced our workforce by 104 full time equivalents in the second quarter of 2024, incurring approximately $2.0 million in cumulative severance-related charges that have been paid out in 2024, and also identified additional operating cost reductions. The cumulative impact of these workforce reductions and operating expense savings is expected to result in approximately $9.6 million of annual savings. As a result of our previously announced successful Mark V deployment, the Company now has capacity to meet current customer needs and we expect to moderate our constellation growth initiatives going forward to pace with expected customer growth.”

“We expect that our revenue for 2025 will largely be dependent on closing opportunities within our Space Systems line of business, which we anticipate will contribute considerable per unit cash flow and strong gross margin. As we look to 2025 and beyond, management continues to focus on near-term growth opportunities and moving the Company forward on a path to profitability,” concluded Dunn.

Financial Results for the Year Ended December 31, 2024

Revenue for the year ended December 31, 2024, increased by $2.8 million, or 28%, to $12.9 million, as compared to revenue of $10.1 million for the year ended December 31, 2023. The increase was driven primarily by a $5 million increase in imagery ordered by new and existing Asset Monitoring customers, partially offset by a $2.2 million decrease in revenue generated from the Space Systems business line. Revenue for the year ended December 31, 2024 included $9.5 million attributable to our Asset Monitoring line of business, $1.8 million attributable to our Space Systems line of business, and $1.6 million attributable to our CaaS line of business compared to $4.5 million, $3.9 million and $1.6 million, respectively, in the prior year.
Cost of Sales, excluding depreciation expense, for the year ended December 31, 2024, remained flat at $5.0 million, as compared to $5.1 million for the year ended December 31, 2023. However, as a percentage of revenue, our cost of sales were 39% for the year ended December 31, 2024, as compared to 50% for the year ended December 31, 2023.
Selling, General and Administrative expenses for the year ended December 31, 2024, decreased by $2.0 million, or 6%, to $33.0 million, as compared to $35.0 million for the year ended December 31, 2023. This decrease was primarily driven by a decrease in salaries, wages, stock-based compensation and other benefits as a result of the Company’s workforce reductions in 2024 and other expense reductions resulting from continued cash control measures during 2024. Additionally, the decrease was driven by lower expense for estimated credit losses on accounts receivable and lower insurance costs due to rate improvements on certain policies. These decreases were partially offset by a $4.0 million increase in professional fees consisting mainly of the accrued, nonrecurring advisory fee pursuant to the subscription agreement entered into with Liberty in connection with going public in 2022 and professional fees related to the secured convertible notes.
Engineering expenses for the year ended June 30, 2024, decreased $7.8 million, or 35%, to $14.4 million for the year ended December 31, 2024 from $22.2 million for the year ended December 31, 2023. The decrease was driven primarily by a decrease in salaries, wages, and other benefits and stock-based compensation as a result of the Company’s workforce reductions in 2024 and other expense reductions resulting from continued cash control measures during 2024, in addition to fees resulting from the termination of our high-throughput plant lease in the Netherlands.
Net loss for the year ended December 31, 2024, increased by $55.2 million to $116.3 million, as compared to a net loss of $61.0 million for the year ended December 31, 2023. The increase was primarily driven by an increase in the change in fair value of financial instruments ($60.0 million) and other expenses ($3.2 million) offset by increases in revenue and decreases in operating costs.
Non-GAAP Adjusted EBITDA loss for the year ended December 31, 2024, improved by $10.4 million to $33.7 million, from an Adjusted EBITDA loss of $44.1 million for the year ended December 31, 2023, primarily due to year-over-year increases in revenue and decreases in operating expenses.
Cash was $22.5 million at December 31, 2024, compared to $23.5 million at December 31, 2023.
Net cash used in operating activities was $35.9 million for the year ended December 31, 2024, compared to $49.6 million for the year ended December 31, 2023. This decline in net cash used by operations was primarily due to workforce reduction and overall cost control initiatives.

Use of Non-GAAP Financial Measures

We monitor a number of financial performance and liquidity measures on a regular basis in order to track the progress of our business. Included in these financial performance and liquidity measures are the non-GAAP measures, Non-GAAP EBITDA and Non-GAAP Adjusted EBITDA. We believe these measures provide analysts, investors and management with helpful information regarding the underlying operating performance of our business, as they remove the impact of items that we believe are not reflective of our underlying operating performance. The non-GAAP measures are used by us to evaluate our core operating performance and liquidity on a comparable basis and to make strategic decisions. The non-GAAP measures also facilitate company-to-company operating performance comparisons by backing out potential differences caused by variations such as capital structures, taxation, capital expenditures and non-cash items (i.e., depreciation, embedded derivatives, debt extinguishment and stock-based compensation) which may vary for different companies for reasons unrelated to operating performance. However, different companies may define these terms differently and accordingly comparisons might not be accurate. Non-GAAP EBITDA and Non-GAAP Adjusted EBITDA are not intended to be a substitute for any GAAP financial measure. For the definitions of Non-GAAP EBITDA and Non-GAAP Adjusted EBITDA and reconciliations to the most directly comparable GAAP measure, net loss, see below.

We define Non-GAAP EBITDA as net loss excluding interest, income taxes, depreciation and amortization. We did not incur amortization expense during the years ended December 31, 2024 and 2023.

We define Non-GAAP Adjusted EBITDA as Non-GAAP EBITDA further adjusted for professional fees related to the secured convertible notes, other income (expense), net, changes in the fair value of financial instruments and stock-based compensation. Other income, net consists mainly of differences related to foreign exchange gains and losses as well as gains and losses on disposal of property and equipment.

The following table presents a reconciliation of Non-GAAP EBITDA and Non-GAAP Adjusted EBITDA to its net loss for the periods indicated.

	Years Ended December 31,
(in thousands of U.S. dollars)	2024			2023
Net loss available to stockholders	$	(116,272	)	$	(61,018	)
Interest expense		71			51
Income tax expense		2,858			9,082
Depreciation expense		12,655			17,256
Non-GAAP EBITDA	$	(100,688	)	$	(34,629	)
Professional fees related to Secured Convertible Notes		2,444			—
Other expense (income), net		2,107			(9,271	)
Change in fair value of financial instruments		60,071			(6,474	)
Stock-based compensation		2,335			6,299
Non-GAAP Adjusted EBITDA	$	(33,731	)	$	(44,075	)

About Satellogic

Founded in 2010 by Emiliano Kargieman and Gerardo Richarte, Satellogic (NASDAQ: SATL) is the first vertically integrated geospatial company, driving real outcomes with planetary-scale insights. Satellogic is creating and continuously enhancing the first scalable, fully automated EO platform with the ability to remap the entire planet at both high-frequency and high-resolution, providing accessible and affordable solutions for customers.

Satellogic’s mission is to democratize access to geospatial data through its information platform of high-resolution images to help solve the world’s most pressing problems including climate change, energy supply, and food security. Using its patented Earth imaging technology, Satellogic unlocks the power of EO to deliver high-quality, planetary insights at the lowest cost in the industry.

With more than a decade of experience in space, Satellogic has proven technology and a strong track record of delivering satellites to orbit and high-resolution data to customers at the right price point.

To learn more, please visit: http://www.satellogic.com

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the U.S. federal securities laws. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on Satellogic’s current expectations and beliefs concerning future developments and their potential effects on Satellogic and include statements concerning Satellogic’s strategic realignment as a U.S. company, and the visibility and high growth opportunities it will provide in connection therewith. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. These statements are based on various assumptions, whether or not identified in this press release. These forward-looking statements are provided for illustrative purposes only and are not intended to serve, and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Satellogic. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) our ability to generate revenue as expected, (ii) our ability to effectively market and sell our EO services and to convert contracted revenues and our pipeline of potential contracts into actual revenues, (iii) risks related to the secured convertible notes, (iv) the potential loss of one or more of our largest customers, (v) the considerable time and expense related to our sales efforts and the length and unpredictability of our sales cycle, (vi) risks and uncertainties associated with defense-related contracts, (vii) risk related to our pricing structure, (viii) our ability to scale production of our satellites as planned, (ix) unforeseen risks, challenges and uncertainties related to our expansion into new business lines, (x) our dependence on third parties to transport and launch our satellites into space, (xi) our reliance on third-party vendors and manufacturers to build and provide certain satellite components, products, or services, (xii) our dependence on ground station and cloud-based computing infrastructure operated by third pirates for value-added services, and any errors, disruption, performance problems, or failure in their or our operational infrastructure, (xiii) risk related to certain minimum service requirements in our customer contracts, (xiv) market acceptance of our EO services and our dependence upon our ability to keep pace with the latest technological advances, (xv) competition for EO services, (xvi) challenges with international operations or unexpected changes to the regulatory environment in certain markets, (xvii) unknown defects or errors in our products, (xviii) risk related to the capital-intensive nature of our business and our ability to raise adequate capital to finance our business strategies, (xix) substantial doubt about our ability to continue as a going concern, (xx) uncertainties beyond our control related to the production, launch, commissioning, and/or operation of our satellites and related ground systems, software and analytic technologies, (xxi) the failure of the market for EO services to achieve the growth potential we expect, (xxii) risks related to our satellites and related equipment becoming impaired, (xxiii) risks related to the failure of our satellites to operate as intended, (xxiv) production and launch delays, launch failures, and damage or destruction to our satellites during launch and (xxv) the impact of natural disasters, unusual or prolonged unfavorable weather conditions, epidemic outbreaks, terrorist acts and geopolitical events (including the ongoing conflicts between Russia and Ukraine, in the Gaza Strip and the Red Sea region) on our business and satellite launch schedules. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Satellogic’s Annual Report on Form 20-F and other documents filed or to be filed by Satellogic from time to time with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Satellogic assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Satellogic can give no assurance that it will achieve its expectations.

Contacts

Investor Relations:

Ryan Driver, VP of Strategy & Corporate Development
ryan.driver@satellogic.com

Media Relations:

Satellogic
pr@satellogic.com

SATELLOGIC INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
UNAUDITED

	Year Ended December 31,
*(in thousands of U.S. dollars, except share and per share amounts)*	2024			2023
Revenue	$	12,870		$	10,074
Costs and expenses
Cost of sales, exclusive of depreciation shown separately below		5,024			5,056
Selling, general and administrative		32,992			34,968
Engineering		14,405			22,197
Depreciation expense		12,655			17,256
Total costs and expenses		65,076			79,477
Operating loss		(52,206	)		(69,403	)
Other (expense) income, net
Interest income, net		970			1,722
Change in fair value of financial instruments		(60,071	)		6,474
Other (expense) income, net		(2,107	)		9,271
Total other (expense) income, net		(61,208	)		17,467
Loss before income tax		(113,414	)		(51,936	)
Income tax expense		(2,858	)		(9,082	)
Net loss available to stockholders	$	(116,272	)	$	(61,018	)
Other comprehensive loss
Foreign currency translation gain (loss), net of tax		(538	)		279
Comprehensive loss	$	(116,810	)	$	(60,739	)

Basic net loss per share for the period attributable to holders of Common Stock	$	(1.28	)	$	(0.68	)
Basic weighted-average Common Stock outstanding		91,164,286			89,539,910
Diluted net loss per share for the period attributable to holders of Common Stock	$	(1.28	)	$	(0.68	)
Diluted weighted-average Common Stock outstanding		91,164,286			89,539,910

SATELLOGIC INC.
CONSOLIDATED BALANCE SHEETS
UNAUDITED

	December 31,
*(in thousands of U.S. dollars, except per share amounts)*	2024			2023
ASSETS
Current assets
Cash and cash equivalents	$	22,493		$	23,476
Accounts receivable, net of allowance of $148 and $126, respectively		1,464			901
Prepaid expenses and other current assets		3,907			2,173
Total current assets		27,864			26,550
Property and equipment, net		27,228			41,130
Operating lease right-of-use assets		877			3,195
Other non-current assets		5,722			5,507
Total assets	$	61,691		$	76,382
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accounts payable	$	3,754		$	7,935
Warrant liabilities		11,511			2,795
Earnout liabilities		1,501			419
Operating lease liabilities		363			2,143
Contract liabilities		5,871			3,728
Accrued expenses and other liabilities		11,621			4,372
Total current liabilities		34,621			21,392
Secured Convertible Notes at fair value		79,070			—
Operating lease liabilities		516			1,789
Contract liabilities		—			1,000
Other non-current liabilities		516			526
Total liabilities		114,723			24,707
Commitments and contingencies
Stockholders’ (deficit) equity
Preferred stock, $0.0001 par value, 5,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2024 and December 31, 2023		—			—
Class A Common Stock, $0.0001 par value, 385,000,000 shares authorized, 83,000,501 shares issued and 82,432,678 shares outstanding as of December 31, 2024 and 77,289,166 shares issued and 76,721,343 shares outstanding as of December 31, 2023		—			—
Class B Common Stock, $0.0001 par value, 15,000,000 shares authorized, 13,582,642 shares issued and outstanding as of December 31, 2024 and December 31, 2023		—			—
Treasury stock, at cost, 567,823 shares as of December 31, 2024 and 567,823 shares as of December 31, 2023		(8,603	)		(8,603	)
Additional paid-in capital		356,247			344,144
Accumulated other comprehensive loss		(571	)		(33	)
Accumulated deficit		(400,105	)		(283,833	)
Total stockholders’ (deficit) equity		(53,032	)		51,675
Total liabilities and stockholders’ (deficit) equity	$	61,691		$	76,382

SATELLOGIC INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED

	Year Ended December 31,
*(in thousands of U.S. dollars)*	2024			2023
Cash flows from operating activities:
Net loss	$	(116,272	)	$	(61,018	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		12,655			17,256
Debt issuance costs		2,397			—
Operating lease expense		1,515			2,751
Stock-based compensation		2,335			6,299
Change in fair value of financial instruments		60,071			(6,474	)
Foreign exchange differences		(2,936	)		(10,933	)
Loss on disposal of property and equipment		4,377			—
Expense for estimated credit losses on accounts receivable, net of recoveries		22			1,126
Non-cash change in contract liabilities		(1,323	)		1,188
Other, net		234			666
Changes in operating assets and liabilities:
Accounts receivable		(1,126	)		(385	)
Prepaid expenses and other current assets		(1,666	)		2,114
Accounts payable		(2,356	)		1,533
Contract liabilities		2,532			598
Accrued expenses and other liabilities		7,200			(2,059	)
Operating lease liabilities		(2,024	)		(2,233	)
Cash paid for interest on Secured Convertible Notes		(1,525	)		—
Net cash used in operating activities		(35,890	)		(49,571	)
Cash flows from investing activities:
Purchases of property and equipment		(5,038	)		(14,885	)
Other		6			450
Net cash used in investing activities		(5,032	)		(14,435	)
Cash flows from financing activities:
Proceeds from Secured Convertible Notes		30,000			—
Payments of debt issuance costs		(2,397	)		—
Tax withholding payments for vested equity-based compensation awards		(660	)		(458	)
Proceeds from exercise of Public Warrants		1			—
Proceeds from PIPE Investment, net of transaction costs		9,600			—
Proceeds from exercise of stock options		911			375
Net cash provided by (used in) financing activities		37,455			(83	)
Net (decrease) increase in cash, cash equivalents and restricted cash		(3,467	)		(64,089	)
Effect of foreign exchange rate changes		2,546			10,900
Cash, cash equivalents and restricted cash – beginning of period		24,603			77,792
Cash, cash equivalents and restricted cash – end of period	$	23,682		$	24,603

MIL-OSI: iAnthus Reports Fiscal Fourth Quarter and Full Year 2024 Financial Results

Source: GlobeNewswire (MIL-OSI)

NEW YORK and TORONTO, March 24, 2025 (GLOBE NEWSWIRE) — iAnthus Capital Holdings, Inc. (“iAnthus” or the “Company”) (CSE: IAN, OTCQB: ITHUF), which owns, operates, and partners with regulated cannabis operations across the United States, today reported its financial results for the fourth quarter and year ended December 31, 2024. The Company’s Annual Report on Form 10-K (the “Annual Report”), which includes its audited consolidated financial statements for the year ended December 31, 2024 and the related management’s discussion and analysis of financial condition and results of operations, can be accessed on the Securities and Exchange Commission’s (“SEC’s”) website at www.sec.gov, on the System for Electronic Document Analysis and Retrieval’s (SEDAR+) website at www.sedarplus.com, and on the Company’s website at www.iAnthus.com. The Company’s financial statements are reported in accordance with U.S. generally accepted accounting principles (“GAAP”). All currency is expressed in U.S. dollars.

Fiscal Year 2024 Financial Highlights

Revenue of $167.6 million, increased 5.2% from the prior year.
Gross profit of $75.1 million, increased 18.9% from the prior year.
Gross margin of 45%, reflecting an increase of 516 bps from the prior year.
Net loss of $7.6 million, or a net loss of less than $0.00 per share, compared to a net loss of $76.6 million, or a net loss of less than $0.01 per share in the prior year.
Adjusted EBITDA⁽¹⁾ of $23.9 million, up $15.6 million from the prior year. EBITDA and Adjusted EBITDA are non-GAAP measures. Reconciliation tables of EBITDA and Adjusted EBITDA as used in this press release to GAAP are included below.

Fourth Quarter 2024 Financial Highlights

Revenue of $42.7 million, a sequential increase of $2.4 million from Q3 2024 and an increase of $1.8 million from the same quarter in the prior year.
Gross profit of $19.1 million, a sequential increase of $1.1 million from Q3 2024 and an increase of $3.2 million from the same quarter in the prior year.
Gross margin of 45%, reflecting a sequential decrease of 9 bps when compared to Q3 2024 and an increase of 586 bps from the same quarter in the prior year.
Net income of $27.8 million, or a net income of less than $0.00 per share, compared to a net loss of $11.6 million, or a net loss of less than $0.00 per share in Q3 2024, and compared to a net loss of $18.7 million, or a net loss of $0.00 per share, in the same quarter in the prior year.
Adjusted EBITDA⁽¹⁾ of $6.4 million, a sequential increase from Adjusted EBITDA of $5.3 million in Q3 2024, and an increase from Adjusted EBITDA of $3.3 million from the same quarter in the prior year. EBITDA and Adjusted EBITDA are non-GAAP measures. Reconciliation tables of EBITDA and Adjusted EBITDA as used in this press release to GAAP are included below.

Table 1: Financial Results
in thousands of US$, except per share amounts (audited)		FY2024			FY 2023			Q4 2024			Q4 2023
Revenue	$	167,567		$	159,237		$	42,718		$	40,880
Gross profit		75,114			63,169			19,139			15,919
Gross margin		44.8	%		39.7	%		44.8	%		38.9	%
Net income (loss)		(7,636	)		(76,621	)		27,793			(18,695	)
Net income (loss) per share		(0.00	)		(0.01	)		0.00			(0.00	)

Table 2: Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA⁽¹⁾
in thousands of US$ (audited)		FY2024			FY 2023			Q4 2024			Q4 2023
Net income (loss)	$	(7,636	)	$	(76,621	)	$	27,793		$	(18,695	)
Depreciation and amortization		24,736			27,170			6,045			6,773
Interest expense, net		17,170			15,741			4,427			4,105
Income tax (benefit) expense⁽²⁾		(17,678	)		27,163			(34,602	)		7,218
EBITDA (Non-GAAP)⁽¹⁾	$	16,592		$	(6,547	)	$	3,663		$	(599	)
Adjustments:
(Recoveries), write-downs and other charges, net⁽³⁾		(1,236	)		(102	)		(14	)		(57	)
Inventory reserves and write-downs		430			946			247			24
Accretion expense		4,624			3,950			1,200			1,004
Share-based compensation		2,107			4,535			424			980
Losses from changes in fair value of financial instruments		46			74			18			89
Loss on equity method investments		211			183			50			183
Non-recurring charges⁽⁴⁾		3,911			4,467			994			1,338
Loss on debt extinguishment⁽⁵⁾		114			1,288			–			–
(Gains) losses from deconsolidation of subsidiaries⁽⁶⁾		(2,120	)		512			–			496
Other income⁽⁷⁾		(732	)		(973	)		(171	)		(164	)
Total Adjustments	$	7,355		$	14,880		$	2,748		$	3,893
Adjusted EBITDA (Non-GAAP)⁽¹⁾	$	23,947		$	8,333		$	6,411		$	3,294

(1) See “Non-GAAP Financial Information” below for more information regarding the Company’s use of non-GAAP financial measures.
(2) Current and prior period amounts have been conformed to follow an accounting policy change made by the Company to aggregate interest and penalties related to accrued income taxes within “income tax expense” from within “selling, general and administrative expenses” in its consolidated statement of operations.
(3) Prior period amounts related to gains and losses from deconsolidation have been reclassified to “selling, general, and administrative expenses” from “(recoveries), write-downs and other charges, net” on the consolidated statement of operations to conform with current year presentation.
(4) Includes one-time, non-recurring costs related to strategic review processes, ongoing legal disputes, severance and other non-recurring costs.
(5) FY2024 reflects a loss of $0.1 million on debt extinguishment related to the second amendment of the $11.0 million senior secured bridge notes issued by iAnthus New Jersey, LLC (the “NJ Senior Secured Notes”) on February 16, 2024. FY2023 reflects a loss of $1.3 million on debt extinguishment related to the first amendment of the NJ Senior Secured Notes on February 2, 2023.
(6) FY2024 reflects a gain of $2.1 million from the deconsolidation of our Nevada operations. FY2023 reflects a loss of $0.5 million from the deconsolidation of our CBD and Vermont operations.
(7) Other income primarily includes accounts payable write-offs, vendor credits, and Employee Retention Tax Credits received from the Internal Revenue Service.

Non-GAAP Financial Information

This press release includes certain non-GAAP financial measures as defined by the SEC and the Canadian Securities Administrators. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the tables above. This information should be considered as supplemental in nature and not as a substitute for, or superior to, any measure of performance prepared in accordance with GAAP.

In evaluating our business, we consider and use EBITDA and Adjusted EBITDA as supplemental measures of operating performance. We define EBITDA as earnings before interest, taxes, depreciation and amortization. We define Adjusted EBITDA as EBITDA before share-based compensation, accretion expense, write-downs and impairments, gains and losses from changes in fair values of financial instruments, income or losses from equity-accounted investments, the effect of changes in accounting policy, non-recurring costs related to the Company’s Recapitalization Transaction, litigation costs related to ongoing legal proceedings, and other income. We present EBITDA because we believe it is frequently used by securities analysts, investors and other interested parties as a measure of financial performance of other similarly situated companies in our industry, and we present Adjusted EBITDA because it removes non-recurring, irregular and one-time items that we believe may distort the comparability of EBITDA from period-to-period and with other industry participants.

EBITDA and Adjusted EBITDA are not standardized financial measures defined under GAAP, and are not a measure of operating income, operating performance or liquidity presented in accordance with GAAP. EBITDA and Adjusted EBITDA have limitations as an analytical tool, and when assessing the Company’s operating performance, investors should not consider EBITDA or Adjusted EBITDA in isolation, or as a substitute for net income (loss) or other consolidated income statement data prepared in accordance with GAAP. Among other things, EBITDA and Adjusted EBITDA do not reflect the Company’s actual cash expenditures. Other companies may calculate similar measures differently than us, limiting their usefulness as comparative tools. We compensate for these limitations by relying on GAAP results and using EBITDA and Adjusted EBITDA only as supplemental information.

About iAnthus

iAnthus owns and operates licensed cannabis cultivation, processing and dispensary facilities throughout the United States. For more information, visit www.iAnthus.com.

Forward Looking Statements

Statements in this press release contain forward-looking statements. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of management, are not guarantees of performance and are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in the Company’s reports that it files from time to time with the SEC and the Canadian Securities Regulators, which you should review, including, but not limited to, the Annual Report filed with the SEC. When used in this press release, words such as “will,” “could,” “plan,” “estimate”, “expect”, “intend”, “may”, “potential”, “believe”, “should” and similar expressions identify forward-looking statements.

Forward-looking statements may include, without limitation, statements relating to the Company’s financial performance, business development and results of operations.

These forward-looking statements should not be relied upon as predictions of future events, and the Company cannot assure you that the events or circumstances discussed or reflected in these statements will be achieved or will occur. If such forward-looking statements prove to be inaccurate, the inaccuracy may be material. You should not regard these statements as a representation or warranty by the Company or any other person that the Company will achieve its objectives and plans in any specified time frame, or at all. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this press release or to reflect the occurrence of unanticipated events, except as required by law.

Neither the Canadian Securities Exchange nor the U.S. Securities and Exchange Commission has reviewed, approved or disapproved the content of this press release.